S-4

As filed with the Securities and Exchange Commission on March 24, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tribune Media Company*

(Exact Name of Registrant as Specified in its Charter)

Delaware	4833	36-1880355
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

435 North Michigan Avenue

Chicago, Illinois 60611

(212) 210-2786

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Edward Lazarus

Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary

Tribune Media Company

685 Third Avenue, 30^th Floor

New York, NY 10017

(312) 222-3934

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Peter J. Loughran, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

* Information regarding additional registrants is contained in the Table of Additional Registrants on the following page.

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price	Amount of registration fee (2)
5.875% Senior Notes due 2022 issued by Tribune Media Company	$1,100,000,000	100%	$1,100,000,000	$110,770(2)
Guarantees of 5.875% Senior Notes due 2022 (3)	—	—	—	None
Total	$1,100,000,000	100%	$1,100,000,000	$110,770

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2) The registration fee has been calculated under Rule 457(f) of the Securities Act.

(3) See the following page for a table of guarantor registrants. Pursuant to Rule 457(n) under the Securities Act, no separate fee for the guarantees is payable.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation	I.R.S. Employer Identification Number
Baseline Acquisitions, LLC	Subsidiary Guarantor	Delaware	30-0701482
Baseline, LLC	Subsidiary Guarantor	Delaware	61-1661620
CastTV Inc.	Subsidiary Guarantor	Delaware	20-8548742
Chicagoland Television News, LLC	Subsidiary Guarantor	Delaware	36-3801352
Classified Ventures Holdco, LLC	Subsidiary Guarantor	Delaware	37-1702523
FoxCo Acquisition, LLC	Subsidiary Guarantor	Delaware	26-1621964
FoxCo Acquisition Finance Corporation	Subsidiary Guarantor	Delaware	26-2663860
FoxCo Acquisition Sub, LLC	Subsidiary Guarantor	Delaware	26-1621807
Gracenote, Inc.	Subsidiary Guarantor	Delaware	35-2052662
KDAF, LLC	Subsidiary Guarantor	Delaware	36-4736969
KIAH, LLC	Subsidiary Guarantor	Delaware	76-0484014
KPLR, Inc.	Subsidiary Guarantor	Missouri	43-0737943
KRCW, LLC	Subsidiary Guarantor	Delaware	32-0381772
KSTU, LLC	Subsidiary Guarantor	Delaware	26-2467066
KSTU License, LLC	Subsidiary Guarantor	Delaware	26-2467494
KSWB, LLC	Subsidiary Guarantor	Delaware	94-2457035
KTLA, LLC	Subsidiary Guarantor	Delaware	95-1743404
KTVI, LLC	Subsidiary Guarantor	Delaware	26-2466669
KTVI License, LLC	Subsidiary Guarantor	Delaware	26-2466730
KTXL, LLC	Subsidiary Guarantor	Delaware	68-0183844
KWGN, LLC	Subsidiary Guarantor	Delaware	84-0565347
Local TV, LLC	Subsidiary Guarantor	Delaware	20-8182582
Local TV Aircraft, Inc.	Subsidiary Guarantor	Delaware	27-2793325
Local TV Finance, LLC	Subsidiary Guarantor	Delaware	20-8613926
Local TV Finance Corporation	Subsidiary Guarantor	Delaware	20-8849384
Local TV Holdings, LLC	Subsidiary Guarantor	Delaware	11-3841144
Local TV Norfolk Real Estate, LLC	Subsidiary Guarantor	Delaware	27-3219274
Magic T Music Publishing Company, LLC	Subsidiary Guarantor	Delaware	36-3716522
Media by Numbers, LLC	Subsidiary Guarantor	Delaware	80-0274967
Oak Brook Productions, LLC	Subsidiary Guarantor	Delaware	36-4012598
Riverwalk Holdco, LLC	Subsidiary Guarantor	Delaware	80-0852493
Riverwalk Holdco II, LLC	Subsidiary Guarantor	Delaware	90-0938767
Studio Systems, LLC	Subsidiary Guarantor	Delaware	80-0274968
Tower Distribution Company, LLC	Subsidiary Guarantor	Delaware	73-1539066
Towering T Music Publishing Company, LLC	Subsidiary Guarantor	Delaware	36-4202470
Tribune (FN) Cable Ventures, LLC	Subsidiary Guarantor	Delaware	36-3909782
Tribune Broadcasting Company, LLC	Subsidiary Guarantor	Delaware	36-3082568
Tribune Broadcasting Company II, LLC	Subsidiary Guarantor	Delaware	36-4766010
Tribune Broadcasting Denver, LLC	Subsidiary Guarantor	Delaware	26-2466053
Tribune Broadcasting Denver License, LLC	Subsidiary Guarantor	Delaware	26-2466204
Tribune Broadcasting Fort Smith, LLC	Subsidiary Guarantor	Delaware	20-8614038
Tribune Broadcasting Fort Smith License, LLC	Subsidiary Guarantor	Delaware	20-8614064
Tribune Broadcasting Hartford, LLC	Subsidiary Guarantor	Delaware	06-1501268
Tribune Broadcasting Indianapolis, LLC	Subsidiary Guarantor	Delaware	90-0866434
Tribune Broadcasting Kansas City, Inc.	Subsidiary Guarantor	Delaware	13-3771990
Tribune Broadcasting Norfolk, LLC	Subsidiary Guarantor	Delaware	20-8614526
Tribune Broadcasting Oklahoma City, LLC	Subsidiary Guarantor	Delaware	20-8614282

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation	I.R.S. Employer Identification Number
Tribune Broadcasting Oklahoma City License, LLC	Subsidiary Guarantor	Delaware	20-8614407
Tribune Broadcasting Seattle, LLC	Subsidiary Guarantor	Delaware	62-1172975
Tribune Digital Ventures, LLC	Subsidiary Guarantor	Delaware	32-0420944
Tribune Entertainment Company, LLC	Subsidiary Guarantor	Delaware	36-2596232
Tribune Management Holdings, LLC	Subsidiary Guarantor	Delaware	90-0866362
Tribune Media Services, LLC	Subsidiary Guarantor	Delaware	13-0571080
Tribune National Marketing Company, LLC	Subsidiary Guarantor	Delaware	36-3166231
Tribune Television New Orleans, Inc.	Subsidiary Guarantor	Delaware	36-3234055
WDAF License, Inc.	Subsidiary Guarantor	Delaware	13-3771993
WDAF Television, Inc.	Subsidiary Guarantor	Delaware	13-3818215
WDCW, LLC	Subsidiary Guarantor	Delaware	36-4308300
WGHP, LLC	Subsidiary Guarantor	Delaware	26-2466872
WGHP License, LLC	Subsidiary Guarantor	Delaware	26-2466914
WGN Continental Broadcasting Company, LLC	Subsidiary Guarantor	Delaware	36-1919530
WHNT, LLC	Subsidiary Guarantor	Delaware	20-8613971
WHNT License, LLC	Subsidiary Guarantor	Delaware	20-8614006
WHO License, LLC	Subsidiary Guarantor	Delaware	20-8614152
WHO Television, LLC	Subsidiary Guarantor	Delaware	20-8614129
WITI License, LLC	Subsidiary Guarantor	Delaware	26-2468215
WITI Television, LLC	Subsidiary Guarantor	Delaware	26-2468187
WJW License, LLC	Subsidiary Guarantor	Delaware	26-2467026
WJW Television, LLC	Subsidiary Guarantor	Delaware	26-2466979
WNEP, LLC	Subsidiary Guarantor	Delaware	20-8614437
WPHL, LLC	Subsidiary Guarantor	Delaware	36-4736896
WPIX, LLC	Subsidiary Guarantor	Delaware	36-3110191
WPMT, LLC	Subsidiary Guarantor	Delaware	90-0867040
WQAD, LLC	Subsidiary Guarantor	Delaware	20-8614101
WQAD License, LLC	Subsidiary Guarantor	Delaware	20-8614115
WREG, LLC	Subsidiary Guarantor	Delaware	20-8614480
WREG License, LLC	Subsidiary Guarantor	Delaware	20-8614509
WSFL, LLC	Subsidiary Guarantor	Delaware	65-0085256
WTVR, LLC	Subsidiary Guarantor	Delaware	26-2465879
WTVR License, LLC	Subsidiary Guarantor	Delaware	26-2465943
WXMI, LLC	Subsidiary Guarantor	Delaware	30-0743068
Tribune Real Estate Holdings, LLC	Subsidiary Guarantor	Delaware	30-0757120
Tribune Real Estate Holdings II, LLC	Subsidiary Guarantor	Delaware	32-0479404
501 N. Orange Holdco, LLC	Subsidiary Guarantor	Delaware	47-4939275
AL-Huntsville-200 Holmes Avenue, LLC	Subsidiary Guarantor	Delaware	61-1725110
AR-Fort Smith-318 North 13th Street, LLC	Subsidiary Guarantor	Delaware	46-4156120
AR-Van Buren-179 Gladewood Road, LLC	Subsidiary Guarantor	Delaware	61-1725310
CA-4655 Fruitridge Road, LLC	Subsidiary Guarantor	Delaware	90-0914160
CA-LATS South, LLC	Subsidiary Guarantor	Delaware	47-4781358
CA-Olympic Plant, LLC	Subsidiary Guarantor	Delaware	80-0874953
CA-Los Angeles Times Square, LLC	Subsidiary Guarantor	Delaware	80-0874068
CO-1006 Lookout Mountain Road, LLC	Subsidiary Guarantor	Delaware	90-0917909
CO-Clear Creek County-Argentine Pass, LLC	Subsidiary Guarantor	Delaware	36-4774509
CO-Denver-100 East Speer Boulevard, LLC	Subsidiary Guarantor	Delaware	36-4774128
CO-Golden-21214 Cedar Lake Road, LLC	Subsidiary Guarantor	Delaware	61-1725529
CT-121 Wawarme Avenue, LLC	Subsidiary Guarantor	Delaware	90-0919378
CT-285 Broad Street, LLC	Subsidiary Guarantor	Delaware	80-0878639
CT-WTIC, LLC	Subsidiary Guarantor	Delaware	80-0878932
FL-633 North Orange Avenue, LLC	Subsidiary Guarantor	Delaware	38-3894443

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation	I.R.S. Employer Identification Number
FL-Deerfield Plant, LLC	Subsidiary Guarantor	Delaware	90-0920858
FL-Orlando Sentinel, LLC	Subsidiary Guarantor	Delaware	90-0921481
IA-Alleman Polk County, LLC	Subsidiary Guarantor	Delaware	37-1745762
IA-Des Moines-1801 Grand Avenue, LLC	Subsidiary Guarantor	Delaware	30-0803227
IL-11201 Franklin Avenue, LLC	Subsidiary Guarantor	Delaware	80-0880621
IL-16400 South 105th Court, LLC	Subsidiary Guarantor	Delaware	37-1710096
IL-2501 West Bradley Place, LLC	Subsidiary Guarantor	Delaware	80-0881370
IL-3249 North Kilpatrick, LLC	Subsidiary Guarantor	Delaware	32-0398410
IL-3722 Ventura Drive, LLC	Subsidiary Guarantor	Delaware	36-4750750
IL-720 Rohlwing Road, LLC	Subsidiary Guarantor	Delaware	30-0760389
IL-777 West Chicago Avenue, LLC	Subsidiary Guarantor	Delaware	80-0883760
IL-Henry County-Rustic Hill, LLC	Subsidiary Guarantor	Delaware	32-0424158
IL-Moline-3003 Park 16 Street, LLC	Subsidiary Guarantor	Delaware	36-4774789
IL-Orion-2880 North 1100 Avenue, LLC	Subsidiary Guarantor	Delaware	46-4523419
IL-Tribune Tower, LLC	Subsidiary Guarantor	Delaware	90-0925857
IN-2350 Westlane Road, LLC	Subsidiary Guarantor	Delaware	36-4751449
IN-6910 Network Place, LLC	Subsidiary Guarantor	Delaware	90-0926932
IN-Trafalgar WTTV, LLC	Subsidiary Guarantor	Delaware	90-0927399
IN-Windfall WTTV, LLC	Subsidiary Guarantor	Delaware	80-0886250
MD-3400 Carlins Park Drive, LLC	Subsidiary Guarantor	Delaware	80-0887671
MD-601 N. Calvert, LLC	Subsidiary Guarantor	Delaware	47-4925604
MD-North Calvert Street, LLC	Subsidiary Guarantor	Delaware	80-0888076
MI-3117 Plaza Drive, LLC	Subsidiary Guarantor	Delaware	36-4752474
MI-Davis Road, LLC	Subsidiary Guarantor	Delaware	37-1712522
MO-Kansas City-3020 Summit Street, LLC	Subsidiary Guarantor	Delaware	61-1726527
MO-St Louis-Emil Avenue, LLC	Subsidiary Guarantor	Delaware	36-4775119
NC-High Point-2005 Francis Street, LLC	Subsidiary Guarantor	Delaware	32-0429529
NC-Sofia-4119 Old Courthouse Road, LLC	Subsidiary Guarantor	Delaware	38-3920837
OH-Cleveland-5800 South Marginal Road, LLC	Subsidiary Guarantor	Delaware	46-4339437
OH-Parma-4501 West Pleasant Valley Road, LLC	Subsidiary Guarantor	Delaware	46-4349988
OK-Oklahoma City-East Britton Road, LLC	Subsidiary Guarantor	Delaware	46-4359609
OR-10255 SW Arctic Drive, LLC	Subsidiary Guarantor	Delaware	90-0932076
PA-2005 South Queen Street, LLC	Subsidiary Guarantor	Delaware	90-0932550
PA-5001 Wynnefield Avenue, LLC	Subsidiary Guarantor	Delaware	80-0891131
PA-550 East Rock Road, LLC	Subsidiary Guarantor	Delaware	35-2467596
PA-Luzerne County-Penobscot Mountain, LLC	Subsidiary Guarantor	Delaware	46-4415654
PA-Moosic-16 Montage Mountain Road, LLC	Subsidiary Guarantor	Delaware	46-4370430
PA-Morning Call, LLC	Subsidiary Guarantor	Delaware	90-0934508
PA-Ransom, LLC	Subsidiary Guarantor	Delaware	46-4419901
PA-South Abington-Rt. 11 and Morgan Hwy, LLC	Subsidiary Guarantor	Delaware	46-4438744
TN-Memphis-803 Channel 3 Drive, LLC	Subsidiary Guarantor	Delaware	46-4453048
TREH CM Member 2, LLC	Subsidiary Guarantor	Delaware	47-5154408
TREH Costa Mesa, LLC	Subsidiary Guarantor	Delaware	47-4915965
TX-7700 Westpark Drive, LLC	Subsidiary Guarantor	Delaware	80-0893252
TX-8001 John Carpenter Freeway, LLC	Subsidiary Guarantor	Delaware	90-0937113
UT-Salt Lake City-Amelia Earhart Drive, LLC	Subsidiary Guarantor	Delaware	46-4467717
VA-216 Ironbound Road, LLC	Subsidiary Guarantor	Delaware	90-0937543
VA-Norfolk-720 Boush Street, LLC	Subsidiary Guarantor	Delaware	46-4484764
VA-Portsmouth-1318 Spratley Street, LLC	Subsidiary Guarantor	Delaware	46-4493002

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation	I.R.S. Employer Identification Number
VA-Richmond, LLC	Subsidiary Guarantor	Delaware	46-4537423
VA-Suffolk-5277 Nansemond Parkway, LLC	Subsidiary Guarantor	Delaware	46-4509229
WA-1813 Westlake Avenue, LLC	Subsidiary Guarantor	Delaware	90-0938179
WI-Brown Deer-9001 North Green Bay Road, LLC	Subsidiary Guarantor	Delaware	46-4307199
WI-Milwaukee-1100 East Capital Drive, LLC	Subsidiary Guarantor	Delaware	30-0801474

* The address including zip code and telephone number, including area code, for each Additional Registrant is c/o Tribune Media Company, 435 North Michigan Avenue, Chicago, Illinois 60611, (212) 210-2786.

The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 24, 2016

PROSPECTUS

Tribune Media Company

Offer to Exchange

$1,100,000,000 Outstanding 5.875% Senior Notes due 2022

for

$1,100,000,000 Registered 5.875% Senior Notes due 2022

Tribune Media Company is offering to exchange the $1.1 billion aggregate principal amount of its outstanding 5.875% Senior Notes due 2022 (the “Old Notes”) for a like principal amount of registered 5.875% Senior Notes due 2022 (the “New Notes”).

The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Old Notes and will not entitle their holders to registration rights.

No public market currently exists for the Old Notes or the New Notes.

The exchange offer will expire at                     p.m., New York City time, on                     , 2016 (the “Expiration Date”) unless we extend the Expiration Date. You should read the section called “The Exchange Offer” for further information on how to exchange your Old Notes for New Notes.

See “Risk Factors” beginning on page 17 for a discussion of risk factors that you should consider prior to tendering your Old Notes in the exchange offer and risk factors related to ownership of the Notes.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2016

TABLE OF CONTENTS

Summary	1
Risk Factors	17
Forward-Looking Statements	23
The Exchange Offer	25
Use of Proceeds	33
Description of Other Indebtedness	34
Description of Notes	37
Exchange Offer; Registration Rights	112
Plan of Distribution	115
Material United States Federal Income Tax Considerations	116
Validity of the Notes	117
Experts	117
Where You Can Find More Information	118
Index to Consolidated Financial Statements (Tribune Media Company)	F-1
Index to Financial Statements (Television Food Network, G.P.)	G-1

You should rely only on the information contained in, or incorporated by reference into, this prospectus or to which we have referred you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. Also, you should not assume that there has been no change in the affairs of Tribune Media Company and its subsidiaries since the date of this prospectus. Any information incorporated by reference herein is accurate only as of the date of the document incorporated by reference.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information.” You may obtain this information at no cost by calling us or writing to us at the following address:

Tribune Media Company

685 Third Avenue, 30th Floor

New York, NY 10017

Attention: Investor Relations

Tel: (212) 210-2786

If you would like to request copies of these documents, please do so by                     , 2016 (which is five business days before the scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

i

SUMMARY

This summary highlights information contained elsewhere in this prospectus or the documents incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding our company and the New Notes being exchanged in this offering appearing elsewhere in this prospectus or the documents incorporated by reference in this prospectus. You should also carefully consider, among other things, the matters discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus or the documents incorporated by reference in this prospectus, and the consolidated financial statements and the related notes included elsewhere in this prospectus, before deciding to invest in the Notes.

In this prospectus, unless the context requires otherwise, (1) the terms “Tribune,” “Tribune Media,” the “Company,” “we,” “us” and “our” mean Tribune Media Company and its consolidated subsidiaries and (2) the term “Issuer” (and, in the section entitled “Description of Notes”, the term the “Company”) means Tribune Media Company and not any of its subsidiaries.

Company Overview

Tribune Media Company is a diversified media and entertainment business. It is comprised of 42 television stations, which we refer to as “our television stations,” that are either owned by us or owned by others, but to which we provide certain services, along with a national general entertainment cable network, a radio station, a production studio, a digital and data technology business (“Digital and Data”), a portfolio of real estate assets and investments in a variety of media, websites and other related assets. We believe our diverse portfolio of assets distinguishes us from traditional pure-play broadcasters through our ownership of high-quality original and syndicated programming, our ability to capitalize on revenue growth from our Digital and Data assets, cash distributions from our equity investments and revenues from our real estate assets.

Our business operates in the following two reportable segments:

• Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including through content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via our websites and other digital assets.

• Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

We also hold a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, we report and include under Corporate and Other the management of certain of our real estate assets, including revenues from leasing office and production facilities and any gains or losses from the sales of our owned real estate, as well as certain administrative activities associated with operating our corporate office functions and managing our predominantly frozen company-sponsored defined benefit pension plans.

1

Competitive Strengths

We believe that we benefit from the following competitive strengths:

Geographically diversified media properties in attractive U.S. markets.

We are one of the largest independent station owner groups in the United States based on household reach, and we own or operate local television stations in each of the nation’s top five markets and seven of the top ten markets by population. We have network affiliations with all of the major over-the-air networks, including American Broadcasting Company (“ABC”), CBS Corporation (“CBS”), FOX Broadcasting Company (“FOX”), National Broadcasting Company (“NBC”) and The CW Network, LLC (“CW”). We provide must-see programming, including the National Football League and other live sports, on many of our stations and local news to over 50 million U.S. households in the aggregate, as measured by Nielsen Media Research (“Nielsen”), representing approximately 44% of all U.S. households.

In addition, we own a national general entertainment cable network, WGN America, which is distributed to more than 75 million households nationally, as estimated by Nielsen. Such estimate does not fully reflect the additional subscribers resulting from the company’s multichannel video programming distributors (“MVPDs”) deals that became effective in January 2016. WGN America provides us with a platform for launching original programming and exclusive syndication content. We believe that the combination of our broadcast stations and WGN America creates a differentiated distribution platform.

Core competency in data and related technology.

Under the Gracenote brand, our Digital and Data businesses collect, create and distribute entertainment data that enables the discovery and consumption of content regarding music, TV, movies and sports. Gracenote data powers electronic program guides (“EPGs”) and digital video recorders (“DVRs”) for leading cable systems. Subscription music services use Gracenote data to power search and for browsing of albums and music tracks. Gracenote sports data powers statistics, game scores and biographies for top sports websites. In addition to technology that powers the ingestion and distribution of data, Gracenote has a core competency in content recognition.

The demand from consumers and distributors has grown for Gracenote’s data and related technology. Data is becoming more vital to businesses as it is used to make smarter decisions about investing in content and to provide enhanced measurement tools to drive advertising efficiency and effectiveness. We believe we are well positioned to take advantage of this trend.

Strong cash flow generation.

Our core businesses have historically generated strong cash flows from operations. For the three years ended December 31, 2015, our net cash provided by operating activities totaled $764 million, which includes $514 million of cash distributions received from our equity investments. In addition to the $514 million of cash distributions accounted for within the cash flows provided by operating activities, $245 million of cash distributions from our equity investments were accounted for within the cash flows from investing activities. Our equity investments have historically provided substantial cash distributions annually. These cash flows provide us with the financial flexibility to pursue our growth strategies both through organic investments in our existing businesses and through accretive acquisition opportunities, as well as to return capital to our stockholders. We are making investments across our businesses, including in the acquisition of original content and the expansion of our Digital and Data businesses.

2

Opportunistically deploying capital to drive stockholder returns.

Our capital allocation policy is focused on driving returns for stockholders and investing in areas that are intended to drive growth in our profitability. On February 24, 2016, our board of directors (the “Board”) authorized a stock repurchase program, under which we may repurchase up to $400 million of our outstanding Class A common stock. Under the stock repurchase program, we may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The extent to which we repurchase our shares and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by our management team. The repurchase program may be suspended or discontinued at any time. We expect to finance the purchases with available cash, cash flows from operations or debt facilities. The Company’s previously announced $400 million share repurchase program was completed during the fourth quarter of 2015. Under that program, the Company repurchased a total of 7,670,216 shares. See Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our annual report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”), which is incorporated by reference in this prospectus. In addition, on February 24, 2016, our Board declared a quarterly cash dividend of $0.25 per share on our Class A common stock and Class B common stock to be paid on March 24, 2016 to holders of record of Class A common stock and Class B common stock as of March 10, 2016, which was the fourth quarterly dividend declared by the Board under the Company’s dividend program announced on March 6, 2015. During 2015, we paid a total of approximately $1.060 billion to our stockholders (including warrant holders) through dividends, including $649 million paid as a special dividend in April 2015.

Valuable investments and real estate holdings.

We currently hold a variety of investments in cable and digital assets, including equity interests in TV Food Network and Career Builder. TV Food Network, of which we have a 31% interest, operates two 24-hour television networks, Food Network and Cooking Channel, as well as their related websites. Food Network is a fully distributed network in the United States with content distributed internationally. Cooking Channel is a digital-tier network available nationally and airs popular off-Food Network programming as well as originally produced programming. CareerBuilder, of which we have a 32% interest, is a global leader in human capital solutions, helping companies target, attract and retain talent. Its website, CareerBuilder.com, is a leading job website in North America on the basis of both traffic and revenue. CareerBuilder operates websites in the United States, Europe, Canada, Asia and South America.

We also own attractive real estate in key markets, including development rights for certain of our real estate assets. We actively manage our portfolio of real estate assets to drive value through the following initiatives:

• Opportunistically dispose of properties, including select properties as part of an accelerated monetization program;

• Maximize utility of our existing real estate footprint;

• Generate revenues on excess space by leasing to third parties; and

• Develop vacant properties or properties with redevelopment options.

Experienced management team with demonstrated industry experience.

Our senior management team has broad and diverse experience across their respective disciplines, with proven track records of success in the industry. Peter Liguori, our President and Chief Executive Officer, is an experienced media industry leader with a background in developing successful programming. Our organization consists of talented executives with expertise across finance, strategy, operations, regulatory matters and human resources. Our management team has a unified vision for the Company, which includes capitalizing on our current strengths and strategically investing in new initiatives and businesses to generate increased value for our stockholders.

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Strategies

Our mission is to create, produce and distribute outstanding entertainment, news and sports content and digital data that inform, entertain, engage, and inspire millions of people every day. To achieve this mission, we are pursuing the following strategies:

Utilize the scale and quality of our operating businesses to increase value to our partners: advertisers, MVPDs, network affiliates and consumers.

Our television station group reaches over 50 million households nationally, as measured by Nielsen, representing approximately 44% of all U.S. households. WGN America, our national general entertainment cable network, reaches approximately 65% of U.S. households and the digital networks we operate, Antenna TV and THIS TV, collectively reach approximately 92% of U.S. households. We also operate approximately 50 websites primarily associated with our television stations, which, in 2015, reached an average of 50 million unique visitors monthly. Our data businesses feature information and content for approximately 8 million TV shows and movies and 229 million song tracks.

Through our extensive distribution network, we can deliver content through a multitude of channels. This ability to reach consumers across a broad geographical footprint is valuable for advertisers, MVPDs and affiliates alike as we connect consumers with their messaging and quality content.

To ensure our media and brands reach an increasing number of audiences enabling advertisers to reach such audiences in the most effective way across screens, we are dedicated toward building and managing strong editorial, digital marketing and technology capabilities that help us source, optimize, distribute and monetize our content online.

In November 2015, WGN America completed the transformation from a superstation to a highly distributed general entertainment cable network. As a result of such transformation, WGN America is now available through a dual feed, meaning that the network’s shows are available for linear viewing in their intended times slots on both the East and West coasts. Our strategy is to build a network that combines high quality, original programming as well as exclusive, highly-rated syndicated programming and feature films.

Be the most valued source of local news and information in the markets in which we operate.

Local news is a cornerstone of our local television stations. We believe local news enjoys a competitive advantage relative to national news outlets due to its ability to generate immediate reporting, which is especially valuable when a breaking news story develops in a local market. We are also able to utilize our breadth of coverage to distribute local content on a national scale by sharing news stories on-air and digitally across Tribune-covered markets. Annually, we produce approximately 79,000 hours of news in our 33 U.S. markets. We also operate approximately 50 websites and approximately 125 mobile applications.

Continue to shift to a content ownership model that results in the retention of a greater share of advertising revenue and participation in the longer tail of programming monetization.

As competition for media advertising spend continues to increase, we are focused on developing our Tribune Studios business to drive future growth by creating original content to be distributed across our WGN America and television station platforms, as well as on streaming platforms such as Hulu, Amazon and Netflix. We believe that retaining the rights associated with our content will provide us with a competitive advantage relative to broadcasters that rely primarily on licensed programming acquired from third-party syndicators. A shift away from licensing content from third parties to content ownership will provide us with new

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outlets, such as over-the-top (“OTT”), subscription video on demand (“SVOD”) and international rights through which to monetize programming. Owned programming that airs across our station group further allows us to retain a greater share of overall advertising revenue generated from such content.

Further develop a leading global data and technology business.

Having started decades ago with core assets in video, we have expanded into more markets and additional data sets – music and sports – by acquiring eight companies since January 2014 to create a global data business that capitalizes on our core competency in data and technology by driving increased scale in our business and providing deeper and richer global content solutions. We believe scaling data operations provides a key competitive advantage and cost efficiencies. Scale provides unique cross-platform and global solutions for next generation entertainment platforms. For example, consumer electronics companies turn to Gracenote as one of the few companies able to power music and video services on every continent.

Disciplined management of operating costs and capital investment.

Our management team is focused on maintaining a disciplined cost management program, while ensuring that the Company is investing in the areas that are expected to continue to drive profitability growth.

Exploration of strategic and financial alternatives to enhance shareholder value.

On February 29, 2016, we announced that the Board and the Company have retained financial advisors and initiated a process to explore a full range of strategic and financial alternatives to enhance shareholder value. The strategic and financial alternatives under consideration include, but are not limited to, the sale or separation of select lines of business or assets, strategic partnerships, programming alliances and return of capital initiatives.

Monetization of our real estate assets.

We intend to accelerate the monetization of our real estate assets while continuing the value maximization process. We do this by continuously assessing the market conditions and executing on what we believe are the best strategies for each of the properties, including divestitures or forming strategic partnerships with local developers. We have already begun marketing processes and/or sales processes for 14 properties, including such marquee properties as Tribune Tower in Chicago, IL, the north block of our Los Angeles Times Square property in downtown Los Angeles, CA and the Olympic Printing Plant facility in the Arts District of downtown Los Angeles, CA. We expect to broaden this sales activity to other properties depending on market conditions.

Corporate Information

We are incorporated in Delaware and our corporate offices are located at 435 North Michigan Avenue, Chicago, Illinois 60611. Our website address is www.tribunemedia.com, and our corporate telephone number is (212) 210-2786. Copies of our key corporate governance documents, code of ethics, and charters of our audit, compensation, and nominating and corporate governance committees are also available on our website www.tribunemedia.com under the heading “Investor Relations.” None of the information contained on, or that may be accessed through, our websites or any other website identified in this prospectus or the documents incorporated by reference in this prospectus, is part of, or incorporated into, this prospectus. All website addresses in this offering memorandum are intended to be inactive textual references only.

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Tribune Media Company is a holding company that does business through its direct and indirect operating subsidiaries. The following chart illustrates our organizational structure as of the date hereof:

(1) This entity and its direct and indirect subsidiaries hold our broadcasting businesses, (with the exception of the broadcasting business that we acquired through our acquisition of Local TV) including WGN America, and our equity method investment in TV Food Network.

(2) This entity and its direct and indirect subsidiaries hold our broadcasting businesses that we acquired through our acquisition of Local TV.

(3) This entity and its direct and indirect subsidiaries hold our Digital and Data Video businesses.

(4) This entity and its direct and indirect subsidiaries hold our Gracenote Music business.

(5) This entity and its direct and indirect subsidiaries hold certain of our other equity method investments, including our investment in CareerBuilder.

(6) This entity and its direct and indirect subsidiaries hold the majority of our real estate assets.

(7) Other direct and indirect subsidiaries that hold our North American and European sports data and technology businesses and various broadcasting and other Company assets, including our cost method investments and international businesses.

Each of our direct and indirect domestic subsidiaries that is a borrower under or that guarantees our obligations under our senior secured credit facility entered into by us and certain of our operating subsidiaries as guarantors, with a syndicate of lenders led by JPMorgan Chase Bank, N.A., as administrative agent, in connection with the acquisition of Local TV on December 27, 2013 (the “Secured Credit Facility”) is a guarantor of the Notes.

Market and Industry Data

Information in this prospectus and the documents incorporated by reference in this prospectus about the media industry, including our general expectations concerning the industry and our position and share of the various media and entertainment markets in which we operate, are based on estimates prepared using data from various sources and on assumptions made by us. We believe data regarding the media industry and our position and share within the media markets in which we operate are inherently imprecise, but generally indicate our size and position and market share within the industry. Although we believe that the information provided by third parties is generally accurate, we have not independently verified any of that information. While we are not aware of any misstatements regarding any industry data presented in this prospectus and the documents incorporated by reference in this prospectus, our estimates, in particular as they relate to our general expectations concerning the media industry, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” included elsewhere in this prospectus.

Trademarks and Service Marks

Tribune Broadcasting, WGN, WPIX, KTLA, Gracenote, Zap2it, and other trademarks or service marks of Tribune Media Company and its subsidiaries appearing in this prospectus and the documents incorporated by reference in this prospectus are the property of Tribune Media Company or one of its subsidiaries. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus and the documents incorporated by reference in this prospectus are listed without the ™, ^® and ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks,

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service marks, trade names and copyrights included or referred to in this prospectus. Trade names, trademarks and service marks of other companies appearing in this prospectus or the documents incorporated by reference in this prospectus are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements of us by, these other companies.

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Summary of the Terms of the Exchange Offer

The Notes On June 24, 2015 (the “Issuance Date”), the Issuer issued and privately placed $1,100,000,000 aggregate principal amount of 5.875% Senior Notes due 2022 pursuant to exemptions from the registration requirements of the Securities Act. The Initial Purchasers for the Old Notes were Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Initial Purchasers”). When we use the term “Old Notes” in this prospectus, we mean the 5.875% Senior Notes due 2022 that were privately placed with the Initial Purchasers on June 24, 2015, and were not registered with the SEC.

When we use the term “New Notes” in this prospectus, we mean the 5.875% Senior Notes due 2022 registered with the SEC and offered hereby in exchange for the Old Notes. When we use the term “Notes” in this prospectus, the related discussion applies to both the Old Notes and the New Notes.

The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Act and will not be subject to restrictions on transfer or contain provisions relating to additional interest, will bear a different CUSIP and ISIN number than the Old Notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Old Notes.

The CUSIP numbers for the Old Notes are 896047 AG2 (Rule 144A) and U8958Q AA2 (Regulation S). The CUSIP number for the New Notes is 896047 AH0.

The Exchange Offer You may exchange Old Notes for a like principal amount of New Notes. The consummation of the exchange offer is not conditioned upon any minimum or maximum aggregate principal amount of Old Notes being tendered for exchange.

Resale of New Notes We believe the New Notes that will be issued in the exchange offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussions under the headings “The Exchange Offer” and “Plan of Distribution” for further information regarding the exchange offer and resale of the New Notes.

Exchange and Registration Rights Agreement We have undertaken the exchange offer pursuant to the terms of the Exchange and Registration Rights Agreement we entered into with the Initial Purchasers, dated as of June 24, 2015 (the “Exchange and Registration Rights Agreement”). Pursuant to the Exchange and Registration Rights Agreement, we agreed to consummate an exchange offer for the Old Notes pursuant to an effective registration

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statement or to cause resales of the Old Notes to be registered. We have filed this registration statement to meet our obligations under the Exchange and Registration Rights Agreement. If we fail to satisfy certain obligations under the Exchange and Registration Rights Agreement, we will pay special interest to holders of the Old Notes under specified circumstances. See “Exchange Offer; Registration Rights.”

Consequences of Failure to Exchange the Old Notes You will continue to hold Old Notes that remain subject to their existing transfer restrictions if:

• you do not tender your Old Notes; or

• you tender your Old Notes and they are not accepted for exchange.

We will have no obligation to register the Old Notes after we consummate the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer; Period for Tendering Old Notes.”

Expiration Date The exchange offer will expire at         p.m., New York City time, on                     , 2016 (the “Expiration Date”), unless we extend it, in which case Expiration Date means the latest date and time to which the exchange offer is extended.

Interest on the New Notes The New Notes will accrue interest from the most recent date to which interest has been paid or provided for on the Old Notes or, if no interest has been paid on the Old Notes, from the date of original issue of the Old Notes.

Conditions to the Exchange Offer The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes, and we may terminate or amend the exchange offer, if we determine in our reasonable judgment at any time before the Expiration Date that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC. The foregoing conditions are for our sole benefit and may be waived by us at any time. In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at any time any stop order is threatened or in effect with respect to:

• the registration statement of which this prospectus constitutes a part; or

• the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend the exchange offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events. If we make a material change to the terms of the exchange offer, we will, to the extent required by law, disseminate additional offer materials and will extend the exchange offer.

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Procedures for Tendering Old Notes If you wish to accept the exchange offer, you must tender your Old Notes and do the following on or prior to the Expiration Date, unless you follow the procedures described under “The Exchange Offer—Guaranteed Delivery Procedures.”

• if Old Notes are tendered in accordance with the book-entry procedures described under “The Exchange Offer—Book-Entry Transfer,” transmit an Agent’s Message to the Exchange Agent through the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”), or

• transmit a properly completed and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent, including all other documents required by the letter of transmittal.

See “The Exchange Offer—Procedures for Tendering Old Notes.”

Guaranteed Delivery Procedures If you wish to tender your Old Notes, but cannot properly do so prior to the Expiration Date, you may tender your Old Notes according to the guaranteed delivery procedures set forth under “The Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal Rights Tenders of Old Notes may be withdrawn at any time prior to         p.m., New York City time, on the Expiration Date. To withdraw a tender of Old Notes, a notice of withdrawal must be actually received by the Exchange Agent at its address set forth in “The Exchange Offer—Exchange Agent” prior to         p.m., New York City time, on the Expiration Date. See “The Exchange Offer—Withdrawal Rights.”

Acceptance of Old Notes and Delivery of New Notes Except in some circumstances, any and all Old Notes that are validly tendered in the exchange offer prior to         p.m., New York City time, on the Expiration Date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly after such acceptance. See “The Exchange Offer—Acceptance of Old Notes for Exchange; Delivery of New Notes.”

Certain U.S. Federal Tax Considerations We believe that the exchange of the Old Notes for the New Notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Material United States Federal Income Tax Considerations.”

Exchange Agent The Bank of New York Mellon Trust Company, N.A. is serving as the Exchange Agent (the “Exchange Agent”).

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Summary of the Terms of the Notes

The terms of the New Notes offered in the exchange offer are identical in all material respects to the Old Notes, except that the New Notes:

• are registered under the Securities Act and therefore will not be subject to restrictions on transfer;

• will not be subject to provisions relating to additional interest;

• will bear a different CUSIP number;

• will not entitle their holders to registration rights; and

• will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Old Notes.

Issuer Tribune Media Company

Offering Price 100%.

Maturity Date July 15, 2022.

Interest Rate Interest on the Notes accrues at a rate of 5.875% per annum.

Interest Payment Dates Interest on the Notes is payable on January 15 and July 15 of each year.

Guarantees The Notes are guaranteed on a senior unsecured basis by all of our existing and future domestic restricted subsidiaries that guarantee our Secured Credit Facility. Under certain circumstances, guarantors may be released from their guarantees without the consent of the holders of the Notes. See “Description of Notes—Guarantees.”

Ranking The Notes and the guarantees are our and the guarantors’ senior unsecured obligations and:

• rank senior in right of payment to all of our and the guarantors’ future subordinated indebtedness;

• rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness (including the Secured Credit Facility);

• are effectively subordinated to any of our and the guarantors’ existing and future secured debt (including the Secured Credit Facility) to the extent of the value of the assets securing such debt; and

• are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the Notes.

Optional Redemption The Notes will be redeemable at our option, in whole or in part, at any time on or after July 15, 2018, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to (but excluding) the date of redemption.

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At any time prior to July 15, 2018, we may redeem up to 40% of the original aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875% of the principal amount of the Notes, together with accrued and unpaid interest, if any, to (but excluding) the date of redemption; provided that at least 50% of the original aggregate principal amount of the Notes (including any additional notes of such series) remains outstanding after each such redemption and the redemption occurs within 120 days of the closing date of such equity offering.

At any time prior to July 15, 2018, we may also redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption, plus a “make-whole premium.”

See “Description of Notes—Optional redemption.”

Change of Control Offer Upon the occurrence of a change of control triggering event (as defined under “Description of Notes”), you will have the right, as holders of the Notes, to cause us to repurchase some or all of your Notes at 101% of their face amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date. See “Description of Notes—Change of control triggering event.” We may not be able to pay you the required price for Notes you present to us at the time of a change of control, because:

• we may not have enough funds at that time; or

• the terms of the Secured Credit Facility may prevent us from making such payment.

See “Description of Notes—Change of control triggering event.”

Asset Disposition Offer If we or our restricted subsidiaries sell assets, under certain circumstances, we will be required to use the net cash proceeds to make an offer to purchase Notes at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to (but excluding) the repurchase date. In the event that we sell or otherwise dispose of our real estate assets, equity investments in CareerBuilder and, subject to compliance with certain leverage ratios, our equity investments in TV Food Network, we will not be required to use the net cash proceeds from such sales or dispositions to offer to repurchase the Notes or invest in replacement assets, and those cash proceeds will be available to make restricted payments, including dividends to our stockholders. See “Description of Notes—Certain covenants—Asset sales.”

Certain Covenants The Indenture contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

• incur additional indebtedness, guarantee indebtedness or issue disqualified stock or preferred stock;

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• pay dividends on or make other distributions in respect of, or repurchase or redeem, our capital stock;

• prepay, redeem or repurchase subordinated indebtedness;

• make loans and investments;

• sell or otherwise dispose of assets;

• incur liens securing indebtedness;

• enter into transactions with affiliates;

• enter into agreements restricting our subsidiaries’ ability to pay dividends to us or the guarantors or make other intercompany transfers;

• consolidate, merge or sell all or substantially all of our assets; and

• designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of important exceptions and qualifications. For me details, see “Description of Notes—Certain covenants.”

If the Notes are assigned an investment grade rating by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group Inc. and no default has occurred and is continuing, certain covenants will be suspended with respect to the Notes. If either rating on the Notes should subsequently decline to below investment grade, the suspended covenants will be reinstated. See “Description of Notes—Certain covenants.”

Governing Law The indenture and the Notes are governed by the laws of the State of New York.

Trustee and Paying Agent The Bank of New York Mellon Trust Company, N.A.

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Summary Historical Consolidated Financial Data

The following table sets forth certain summary historical financial data as of the dates and for the periods indicated. The summary historical financial data as of December 31, 2015 and December 28, 2014 and for each of the three years in the period ended December 31, 2015 and for December 31, 2012 have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary historical financial data as of December 29, 2013 and December 31, 2012 have been derived from our consolidated financial statements and related notes not included or incorporated by reference in this prospectus. The summary historical financial data are qualified in their entirety by, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus. For a discussion of the distinction between Predecessor and Successor, see Note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

On August 4, 2014, we completed a separation transaction (the “Publishing Spin-off”), resulting in the spinoff of the assets and certain liabilities of the businesses primarily related to our principal publishing operations, other than owned real estate and certain other assets (the “Publishing Business”), through a tax-free, pro rata dividend to our stockholders and warrantholders of 98.5% of the shares of common stock of Tribune Publishing Company (“Tribune Publishing”), and we retained 1.5% of the outstanding common stock of Tribune Publishing. The Publishing Business consisted of newspaper publishing and local news and information gathering functions that operated daily newspapers and related websites, as well as a number of ancillary businesses that leveraged certain of the assets of those businesses. The results of operations for the Publishing Business included in the Publishing Spin-off are presented within discontinued operations in our consolidated statements of operations for all periods presented.

	Successor									Predecessor
	As of and for the years ended									As of and for
	Dec. 31,         2015			Dec. 28, 2014			Dec. 29, 2013			Dec. 31, 2012 (1)
(in thousands)
Statement of Operations Data:
Operating Revenues
Television and Entertainment	$	1,749,635		$	1,725,641		$	1,021,586		$	—
Digital and Data		211,527			168,926			72,055			—
Corporate and Other		49,298			54,792			53,599			—
Total operating revenues	$	2,010,460		$	1,949,359		$	1,147,240		$	—
Operating (Loss) Profit
Television and Entertainment	$	(174,955	)	$	337,431		$	196,899		$	—
Digital and Data		8,409			2,899			15,538			—
Corporate and Other		(96,143	)		(39,148	)		(13,397	)		—
Operating (Loss) Profit(2)	$	(262,689	)	$	301,182		$	199,040		$	—
(Loss) Income from Continuing Operations(2)	$	(319,918	)	$	463,111		$	162,942		$	7,214,125
Balance Sheet Data:
Total Assets	$	9,758,535		$	11,396,455		$	11,476,009		$	8,673,280
Total Non-Current Liabilities	$	5,379,396		$	5,516,844		$	5,751,611		$	3,308,899

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(1) Operating results for December 31, 2012 include only (i) reorganization adjustments which resulted in a net gain of $4.739 billion before taxes ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income from discontinued operations, net of taxes and (ii) fresh-start reporting adjustments which resulted in a net loss of $3.372 billion before taxes ($2.567 billion after taxes, including a loss of $178 million ($95 million after taxes) reflected in income from discontinued operations, net of taxes). See Notes 1, 2 and 4 to our audited consolidated financial statements included elsewhere in this prospectus, for further information.

(2) Consolidated operating loss and loss from continuing operations for the year ended December 31, 2015 include an impairment charge of $385 million related to goodwill and other intangible assets. See Note 8 to our audited consolidated financial statements included elsewhere in this prospectus for additional information.

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Ratio of Earnings to Fixed Charges

The following table sets forth the unaudited consolidated ratio of earnings to fixed charges for the periods shown:

	Successor					Predecessor
	Years ended						Years ended
	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013		Dec. 31, 2012	Dec. 30, 2012		Dec. 25, 2011
Ratio of earnings to fixed charges (a)	(b)		4.7		4.5	N/A		16.7		17.7

(a) We compute the ratio of earnings to fixed charges by dividing (i) earnings, which consist of income from continuing operations before income taxes plus fixed charges and amortization of capitalized interest, less interest capitalized during the period and adjusted for undistributed earnings in equity investments, by (ii) fixed charges, which consist of interest expense, amortization of debt issuance costs and original issue discount, capitalized interest and the portion of rental expense under operating leases estimated to be representative of the interest factor. Interest expense does not include interest related to uncertain tax positions and other non-third party indebtedness.

Ratios of earnings to combined fixed charges and preferred stock dividends requirements are not presented because there was no outstanding preferred stock in any of the periods indicated.

(b) The ratio of earnings to fixed charges was less than 1:1 for the year ended December 31, 2015 as earnings were inadequate to cover fixed charges by $275 million.

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RISK FACTORS

Investing in the Notes involves a high degree of risk. Before you make your investment decision, you should carefully consider the risks described below and the other information contained in this prospectus and the documents incorporated by reference in this prospectus, including the risks and uncertainties discussed in “Item 1A. Risk Factors” in the 2015 Form 10-K which is incorporated by reference into this prospectus. If any of these risks actually occur, our business, financial condition, results of operations or cash flows could be materially adversely affected.

Risks Related to the Notes and the Exchange Offer

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payments on the Notes.

Tribune Media Company is a holding company and we conduct substantially all of our operations through our subsidiaries, some of which do not guarantee the Notes and our Secured Credit Facility. Accordingly, repayment of our indebtedness, including the Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the Notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Notes. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Notes and the Secured Credit Facility limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes.

Because each guarantor’s liability under its guarantee of the Notes may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the guarantors.

Each of our domestic wholly-owned subsidiaries that is a guarantor under the Secured Credit Facility is a guarantor of the Notes. However, the guarantees is limited to the maximum amount that the guarantors are permitted to guarantee under applicable law. As a result, a guarantor’s liability under a guarantee could be reduced to zero depending on the amount of other obligations of such entity. Further, under certain circumstances, a court under applicable fraudulent conveyance and transfer statutes or other applicable laws could void the obligations under a guarantee or subordinate the guarantee to other obligations of the guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under the circumstances described under “Description of Notes—Guarantees.”

As a result, an entity’s liability under its guarantee could be materially reduced or eliminated depending upon the amounts of its obligations and upon applicable laws. In particular, in certain jurisdictions, a guarantee issued by a company that is not in the company’s corporate interests or where the burden of that guarantee exceeds the benefit to the company may not be valid and enforceable. It is possible that a creditor of an entity or the insolvency administrator in the case of an insolvency of an entity may contest the validity and enforceability of the guarantee and the applicable court may determine that the guarantee should be limited or voided. If any guarantees are deemed invalid or unenforceable, in whole or in part, or to the extent that agreed limitations on the guarantee apply, the Notes would be effectively subordinated to all liabilities of the applicable guarantor, including trade payables of such guarantor.

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If we or our subsidiaries default on our and their obligations to pay our and their indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing our or our subsidiaries’ indebtedness, including a default under the Secured Credit Facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the Notes when due and substantially decrease the market value of the Notes. If we or our subsidiaries are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we or they otherwise fail to comply with the various covenants in the instruments governing our or their indebtedness (including covenants in the Secured Credit Facility and the indenture governing the Notes), we or they could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the Secured Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, which could further result in a cross-default or cross-acceleration of our debt issued under other instruments, and we could be forced into bankruptcy or liquidation. If amounts outstanding under the Secured Credit Facility, the Notes or our other indebtedness is accelerated, all our non-guarantor subsidiaries’ debt and liabilities would be payable from our subsidiaries’ assets, prior to any distributions of our subsidiaries’ assets to pay interest and principal on the Notes, and we might not be able to repay or make any payments on the Notes.

The Notes are unsecured and subordinated to the rights of our and the guarantors’ existing and future secured creditors.

As of December 31, 2015, we had approximately $3.479 billion of secured indebtedness. Indebtedness under the Secured Credit Facility is secured by liens on substantially all of our assets. The indenture governing the Notes permits us to incur a significant amount of secured indebtedness, including indebtedness under the Secured Credit Facility. The Notes are unsecured and therefore do not have the benefit of such collateral. Accordingly, the Notes are effectively subordinated to all such secured indebtedness to the extent of the assets securing such indebtedness. If an event of default occurs under the Secured Credit Facility, the applicable secured lenders will have a prior right to our assets, to the exclusion of the holders of the Notes, even if we are in default under the Notes. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under the Secured Credit Facility), resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of the Notes and other unsecured indebtedness. Therefore, in the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of Notes will participate in our remaining assets ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as such Notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor. Further, if the lenders foreclose and sell the pledged interests in any subsidiary guarantor under the Notes, then that guarantor will be released from its guarantee of the Notes automatically and immediately upon the sale. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes. As a result, holders of Notes may receive less, ratably, than holders of secured indebtedness.

The Notes are effectively subordinated to the debt of our non-guarantor subsidiaries.

The Notes are guaranteed by our domestic wholly-owned subsidiaries that guarantee our debt under the Secured Credit Facility. Payments on the Notes are only required to be made by us and the subsidiary guarantors. Accordingly, claims of holders of the Notes will be structurally subordinated to the claims of creditors of our non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries, including trade payables, will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the Notes. The non-guarantor subsidiaries are permitted to incur additional debt in the future under the indenture governing the Notes.

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As of December 31, 2015, our subsidiaries that are not guarantors of the Notes had current and long-term liabilities of approximately $328 million or less than 6% of our consolidated total liabilities. As of December 31, 2015, our non-guarantor subsidiaries accounted for approximately 7% of our consolidated total assets and for the year ended December 31, 2015 accounted for approximately 3% of our consolidated total revenues.

Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligations, contingent or otherwise, to pay amounts due pursuant to the Notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Any right that we or the guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of Notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors and holders of debt of that subsidiary.

If the lenders under the Secured Credit Facility release the guarantors under the credit agreements, those guarantors will be released from their guarantees of the Notes.

The lenders under the Secured Credit Facility have the discretion to release the guarantees under the credit facility. If a guarantor is no longer a guarantor of obligations under the Secured Credit Facility or any other credit facility that may be then outstanding, then the guarantee of the Notes by such guarantor will be released automatically without action by, or consent of, any holder of the Notes or the trustee under the indenture governing the Notes. See “Description of Notes—Guarantees.” You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

We may be unable to raise funds necessary to finance the change of control repurchase offers required by the indenture governing the Notes.

If we experience a specified Change of Control Triggering Event (as defined under “Description of Notes-Change of control triggering event”), we would be required to make an offer to purchase all of the outstanding Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to (but excluding) the date of purchase unless we have exercised our rights to redeem the Notes. The occurrence of specified events that would constitute a change of control will constitute a default under the Secured Credit Facility. In addition, the Secured Credit Facility may limit or prohibit the purchase of the Notes by us in the event of a Change of Control Triggering Event, unless and until such time as the indebtedness under the Secured Credit Facility is repaid in full. As a result, following a Change of Control Triggering Event, we may not be able to repurchase Notes unless we first repay all indebtedness outstanding under the Secured Credit Facility and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase outstanding Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. In addition, our failure to purchase the Notes after a change of control in accordance with the terms of the indenture would constitute an event of default under the indenture, which in turn would result in a default under the Secured Credit Facility.

Our inability to repay the indebtedness under the Secured Credit Facility would also constitute an event of default under the indenture for the Notes, which could have materially adverse consequences to us and to the holders of the Notes. Our future indebtedness may also require such indebtedness to be repurchased upon a change of control.

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Certain corporate events may not trigger a change of control triggering event, in which case we will not be required to offer to repurchase the Notes.

The indenture governing the Notes permits us to engage in certain important corporate events, such as acquisitions, divestitures, spin-offs, split-offs, strategic partnerships, joint ventures, investments or changes in business strategy by us or leveraged recapitalizations, that could increase our indebtedness but would not constitute a “Change of Control” (as defined in “Description of Notes—Change of control triggering event”). If we effected a non-change of control transaction that resulted in an increase in indebtedness, our ability to make payments on the Notes would be adversely affected. However, we would not be required to redeem the Notes, and you might be required to continue to hold your Notes, despite our decreased ability to meet our obligations under the Notes.

The definition of Change of Control includes a disposition of “all or substantially all of our assets.” Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “substantially all” of our assets. As a result, it may be unclear as to whether a Change of Control has occurred and whether we are required to make an offer to repurchase the Notes.

Federal and state fraudulent transfer laws may permit a court to void the Notes or the guarantees, and if that occurs, you may not receive any payments on the Notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Notes and the incurrence of the guarantees of the Notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if we or any of the guarantors, as applicable, (a) issued the Notes or incurred the guarantee with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the Notes or incurring the guarantee and, in the case of (b) only, one of the following is also true at the time thereof:

• we or such guarantor was insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the guarantee;

• the issuance of the Notes or the incurrence of the guarantee left us or such guarantor with an unreasonably small amount of capital or assets to carry on our or its business; or

• we or such guarantor intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that we or a guarantor of the Notes did not receive reasonably equivalent value or fair consideration for the Notes or its guarantee, as applicable, to the extent we or such guarantor did not obtain a reasonably equivalent benefit from the issuance of the Notes or the incurrence of its guarantee, as applicable. To the extent that the Secured Credit Facility or the guarantees thereof were not valid for the full amount thereof (including as a result of fraudulent conveyance laws), a court would likely find that we and the guarantors that are also guarantors under the Secured Credit Facility did not receive reasonably equivalent value or fair consideration for issuing the Notes or incurring the guarantees, as applicable.

We cannot be certain as to the standards a court would use to determine whether or not we or any guarantor was insolvent at the relevant time or, regardless of the standard that a court uses, whether the Notes or the guarantees would be subordinated to our or any of the guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

• the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;

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• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they became due.

If a court were to find that the issuance of the Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Notes or that guarantee, could subordinate the Notes or that guarantee to presently existing and future indebtedness of us or the applicable guarantor or could require the holders of the Notes to repay any amounts received with respect to the Notes or that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes.

The indenture contains a “savings clause” intended to limit each guarantor’s liability under its guarantee to the maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. There can be no assurance that this provision will be upheld as intended.

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline.

The Notes have been rated by nationally recognized rating agencies and may in the future be rated by additional rating agencies. We cannot assure you that any rating assigned to us or the Notes will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any downgrade, suspension or withdrawal of a rating by a rating agency (or any anticipated downgrade, suspension or withdrawal) could reduce the liquidity or market value of the Notes.

Any future lowering of our ratings may make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the Notes is subsequently lowered or withdrawn for any reason, you may lose some or all of the value of your investment.

Many covenants contained in the indenture governing the Notes will be suspended if the Notes achieve certain investment grade ratings, and you will lose the protection afforded by such covenants.

If the Notes receive certain investment grade ratings and no default or event of default has occurred and is continuing under the indenture governing the Notes, certain covenants will cease to apply, including covenants that limit our ability to incur additional indebtedness, make restricted payments and sell certain assets. Although there can be no assurance that the Notes will ever be rated investment grade, or if they are rated investment grade, that the Notes will maintain these ratings, any suspension of the covenants under the indenture would allow us to engage in certain transactions that would not be permitted while these covenants were in effect. To the extent any suspended covenants are subsequently reinstated, any actions taken by use while they were suspended would not result in an event of default under the indenture governing the Notes on the basis that such actions would have been prohibited by the covenants. See “Description of Notes—Covenant suspension.”

We have in the past, and expect to in the future, pay cash dividends on our common stock and warrants.

On April 9, 2015, we paid a special cash dividend of $6.73 per share to holders of record of our common stock and warrants at the close of business on March 25, 2015. In addition, on February 24, 2016, the Board declared a quarterly cash dividend of $0.25 per share on our common stock and warrants to be paid on March 24, 2016 to holders of record of our common stock and warrants at the close of business on March 10, 2016. This was the fourth quarterly dividend declared by the Board under the Company’s dividend program announced on March 6, 2015. Although the credit agreement governing the Secured Credit Facility and the indenture governing

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the Notes contain restrictions limiting our ability to pay dividends on our common stock, these limitations are subject to important qualifications and exceptions. Any cash distributions in the form of dividends on our common stock and warrants or otherwise would decrease our cash available to satisfy our obligations under our indebtedness, including the Notes, and may have an adverse effect on the market value of the Notes.

You may have difficulty selling the Old Notes that you do not exchange.

If you do not exchange your Old Notes for the New Notes offered in the exchange offer, your Old Notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the indenture and arose because the Old Notes were originally issued under exemptions from the registration requirements of the Securities Act.

The Old Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We did not register the Old Notes under the Securities Act, and we do not intend to do so. If you do not exchange your Old Notes, your ability to sell those Notes will be significantly limited.

If a large number of outstanding Old Notes are exchanged for New Notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged Old Notes due to the limited amounts of Old Notes that would remain outstanding following the exchange offer.

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus include “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under “Risk Factors” included elsewhere in this prospectus and the documents incorporated by reference in this prospectus.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

• changes in advertising demand and audience shares;

• competition and other economic conditions including incremental fragmentation of the media landscape and competition from other media alternatives;

• changes in the overall market for broadcast and cable television advertising, including through regulatory and judicial rulings;

• our ability to protect our intellectual property and other proprietary rights;

• our ability to adapt to technological changes;

• availability and cost of quality network, syndicated and sports programming affecting our television ratings;

• the loss, cost and/or modification of our network affiliation agreements;

• our ability to renegotiate retransmission consent agreements with MVPDs;

• the incurrence of additional tax-related liabilities related to historical income tax returns;

• our ability to expand our Digital and Data business operations internationally;

• our ability to realize the full value, or successfully complete the planned divestitures, of our real estate assets;

• the timing and administration by the FCC of a potential auction of spectrum and our ability to monetize our spectrum through sales, channel sharing arrangements or relocations;

• the incurrence of costs to address contamination issues at physical sites owned, operated or used by our businesses;

• adverse results from litigation, governmental investigations or tax-related proceedings or audits;

• our ability to settle unresolved claims filed in connection with our and certain of our direct and indirect wholly-owned subsidiaries’ Chapter 11 cases and resolve the appeals seeking to overturn the bankruptcy court order confirming the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries;

• our ability to satisfy future pension and other postretirement employee benefit obligations;

• our ability to attract and retain employees;

• the effect of labor strikes, lock-outs and labor negotiations;

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• our ability to realize benefits or synergies from acquisitions or divestitures or to operate our businesses effectively following acquisitions or divestitures;

• our ability to successfully execute our business strategy, including our exploration of strategic and financial alternatives to enhance shareholder value;

• the financial performance of our equity method investments;

• the impairment of our existing goodwill and other intangible assets;

• compliance with government regulations applicable to the television and radio broadcasting industry;

• changes in accounting standards;

• the payment of cash dividends on our common stock;

• impact of increases in interest rates on our variable rate indebtedness or refinancings thereof;

• impact of foreign currency exchange rate changes;

• our indebtedness and ability to comply with covenants applicable to our debt financing and other contractual commitments;

• our ability to satisfy future capital and liquidity requirements;

• our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;

• the factors discussed under the heading “Risk Factors” in this prospectus and the documents incorporated by reference in this prospectus; and

• other events beyond our control that may result in unexpected adverse operating results.

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

You should read carefully the factors discussed under the heading “Risk Factors” in this prospectus and the documents incorporated by reference in this prospectus, including the risks and uncertainties discussed in “Item 1A. Risk Factors” in our 2015 Form 10-K, which is incorporated by reference into this prospectus.

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THE EXCHANGE OFFER

Pursuant to the Exchange and Registration Rights Agreement, we agreed to prepare and file with the SEC a registration statement on an appropriate form under the Securities Act with respect to a proposed offer to the holders of the Old Notes to issue and deliver to such holders of Old Notes, in exchange for their Old Notes, a like aggregate principal amount of New Notes that are identical in all material respects to the Old Notes, except for provisions relating to registration rights and the transfer restrictions relating to the Old Notes, and except for certain related differences described below. See “Exchange Offer; Registration Rights.”

General

In connection with the issuance of the Old Notes pursuant to the purchase agreement, dated as of June 17, 2015, between us and the initial purchasers, the holders of the Old Notes from time to time became entitled to the benefits of the Exchange and Registration Rights Agreement.

Under the Exchange and Registration Rights Agreement, we have agreed (1) to use our commercially reasonable efforts to file with the SEC the registration statement, of which this prospectus is a part, with respect to a registered offer to exchange the Old Notes for the New Notes; (2) to use our commercially reasonable efforts to cause the registration statement to become effective under the Securities Act; and (3) to commence the exchange offer promptly after the effectiveness of this registration statement.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, we will accept for exchange Old Notes which are properly tendered on or prior to the Expiration Date, unless you have previously withdrawn them.

When you tender Old Notes as provided below, our acceptance of the Old Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal. In tendering Old Notes, you should also note the following important information:

• You may only tender Old Notes in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

• We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date on which notice of the exchange offer is mailed to holders of the Old Notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus, to all of the registered holders of Old Notes at their addresses listed in the Trustee’s security register with respect to the Old Notes.

• The exchange offer expires at         p.m., New York City time, on                     , 2016; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open.

• As of the date of this prospectus, $1,100.0 million aggregate principal amount of Old Notes was outstanding. The exchange offer is not conditioned upon any minimum principal amount of Old Notes being tendered.

• Our obligation to accept Old Notes for exchange in the exchange offer is subject to the conditions described under “—Conditions to the Exchange Offer.”

• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any Old Notes, by giving oral or written notice of an extension to the Exchange Agent and notice of that extension to the holders of Notes as described below. During any extension, all Old Notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised as described under “—Withdrawal Rights.” Any Old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder of Notes promptly after the expiration or termination of the exchange offer.

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• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any Old Notes that we have not yet accepted for exchange, at any time prior to the Expiration Date. If we make a material change to the terms of the exchange offer, including the waiver of a material condition, we will, to the extent required by law, disseminate additional offer materials and extend the period of time during which the exchange offer is open so that at least five business days remain in the exchange offer following notice of a material change.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the Old Notes as promptly as practicable. If we extend the Expiration Date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to an appropriate news agency. Such announcement may state that we are extending the exchange offer for a specified period of time.

• Holders of Old Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Old Notes which are not tendered for exchange, or are tendered but not accepted, in connection with the exchange offer will remain outstanding and be entitled to the benefits of the Indenture, but will not be entitled to any further registration rights under the Exchange and Registration Rights Agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making to us the representations described under “—Resale of the New Notes.”

Important rules concerning the exchange offer

You should note the following important rules concerning the exchange offer:

• All questions as to the validity, form, eligibility, time of receipt and acceptance of Old Notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes if such acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes either before or after the Expiration Date, including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of Old Notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular Old Notes either before or after the Expiration Date shall be final and binding on all parties. Neither we, the Exchange Agent nor any other person shall be under any duty to notify you of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failing to so notify you.

Procedures for Tendering Old Notes

What to submit and how

If you, as a holder of any Old Notes, wish to tender your Old Notes for exchange in the exchange offer, you must, except as described under “—Guaranteed Delivery Procedures,” transmit the following on or prior to the Expiration Date to the Exchange Agent:

(1) if Old Notes are tendered in accordance with the book-entry procedures described under “—Book-Entry Transfer,” an Agent’s Message, as defined below, transmitted through DTC’s ATOP, or (2) a properly completed

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and duly executed letter of transmittal, or a facsimile copy thereof, to the Exchange Agent at the address set forth below under “—Exchange Agent,” including all other documents required by the letter of transmittal.

In addition,

(1) a timely confirmation of a book-entry transfer of Old Notes into the Exchange Agent’s account at DTC using the procedure for book-entry transfer described under “—Book-Entry Transfer” (a “Book-Entry Confirmation”), along with an Agent’s Message, must be actually received by the Exchange Agent prior to the Expiration Date, or

(2) certificates for Old Notes must be actually received by the Exchange Agent along with the letter of transmittal on or prior to the Expiration Date, or

(3) you must comply with the guaranteed delivery procedures described below.

The term “Agent’s Message” means a message, transmitted through ATOP by DTC to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgement that the tendering holder has received and agrees to be bound by the letter of transmittal or, in the case of an Agent’s Message relating to guaranteed delivery, that such holder has received and further agrees to be bound by the notice of guaranteed delivery, and that we may enforce the letter of transmittal, and the notice of guaranteed delivery, as the case may be, against such holder.

The method of delivery of Old Notes, letters of transmittal, notices of guaranteed delivery and all other required documentation, including delivery of Old Notes through DTC and transmission of Agent’s Messages through DTC’s ATOP, is at your election and risk. Delivery will be deemed made only when all required documentation is actually received by the Exchange Agent. Delivery of documents or instructions to DTC does not constitute delivery to the Exchange Agent. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery to the Exchange Agent. Holders tendering Old Notes or transmitting Agent’s Messages through DTC’s ATOP must allow sufficient time for completion of ATOP procedures during DTC’s normal business hours. No Old Notes, Agent’s Messages, letters of transmittal, notices of guaranteed delivery or any other required documentation should be sent to us.

How to sign your letter of transmittal and other documents

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes being surrendered for exchange are tendered:

(1) by a registered holder of the Old Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

(2) for the account of an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act, or a commercial bank or trust company having an office or correspondent in the United States that is a member in good standing of a medallion program recognized by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchanges Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”) (each, an “Eligible Institution”).

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by an Eligible Institution.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, the Old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the Old Notes and with the signatures guaranteed.

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If the letter of transmittal or any Old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of such person’s authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept all Old Notes properly tendered and not properly withdrawn, and will issue the New Notes of the same series, promptly after the Expiration Date. See “—Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of acceptance to the Exchange Agent will be considered our acceptance of the tendered Old Notes.

In all cases, we will issue New Notes in exchange for Old Notes of the same series that are accepted for exchange only after timely receipt by the Exchange Agent of:

• a Book-Entry Confirmation or Old Notes in proper form for transfer,

• a properly transmitted Agent’s Message or a properly completed and duly executed letter of transmittal, and

• all other required documentation.

If we do not accept any tendered Old Notes for any reason included in the terms and conditions of the exchange offer, if you submit certificates representing Old Notes in a greater principal amount than you wish to exchange or if you properly withdraw tendered Old Notes in accordance with the procedures described under “—Withdrawal Rights,” we will return any unaccepted, non-exchanged or properly withdrawn Old Notes, as the case may be, without expense to the tendering holder. In the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC using the book-entry transfer procedures described below, unaccepted, non-exchanged or properly withdrawn Old Notes will be credited to an account maintained with DTC. We will return the Old Notes or have them credited to the DTC account, as applicable, promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

The Exchange Agent will make a request to establish an account with respect to the Old Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems, including Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream”) may make book-entry delivery of Old Notes by causing DTC to transfer Old Notes into the Exchange Agent’s account at DTC in accordance with DTC’s ATOP procedures for transfer. However, the exchange for the Old Notes so tendered will only be made after timely confirmation of book-entry transfer of Old Notes into the Exchange Agent’s account, and timely receipt by the Exchange Agent of an Agent’s Message and all other documents required by the letter of transmittal. Only participants in DTC may deliver Old Notes by book-entry transfer.

Although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent’s account at DTC, the letter of transmittal, or a facsimile copy thereof, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message, with all other required documentation, must in any case be transmitted to and received by the Exchange Agent at its address listed under “—Exchange Agent” on or prior to the Expiration Date, or you must comply with the guaranteed delivery procedures described below under “—Guaranteed Delivery Procedures.”

If your Old Notes are held through DTC, you must complete the accompanying form called “Instructions to Registered Holder and/or Book-Entry Participant,” which will instruct the DTC participant through whom you hold your Old Notes of your intention to tender your Old Notes or not tender your Old Notes. Please note that delivery of documents or instructions to DTC does not constitute delivery to the Exchange Agent and we will not be able to accept your tender of Old Notes until the Exchange Agent actually receives from DTC the information and documentation described under “—Acceptance of Old Notes for Exchange; Delivery of Old Notes.”

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Guaranteed Delivery Procedures

If you are a registered holder of Old Notes and you want to tender your Old Notes but the procedure for book-entry transfer cannot be completed prior to the Expiration Date, your Old Notes are not immediately available or time will not permit your Old Notes to reach the Exchange Agent before the Expiration Date, a tender may be effected if:

• the tender is made through an Eligible Institution, as defined above,

• prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution, by facsimile transmission, mail or hand delivery, a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, or an Agent’s Message with respect to guaranteed delivery in lieu thereof, in either case stating:

• the name and address of the holder of Old Notes,

• the amount of Old Notes tendered,

• that the tender is being made by delivering such notice and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent’s Message or a properly completed and duly executed letter of transmittal in lieu thereof, and all other required documentation, will be deposited by that Eligible Institution with the Exchange Agent, and

• a Book-Entry Confirmation or the certificates for all physically tendered Old Notes, in proper form for transfer, together with either an appropriate Agent’s Message or a properly completed and duly executed letter of transmittal in lieu thereof, and all other required documentation, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

Withdrawal Rights

You can withdraw your tender of Old Notes at any time on or prior to         p.m., New York City time, on the Expiration Date.

For a withdrawal to be effective, a written notice of withdrawal must be actually received by the Exchange Agent prior to such time, properly transmitted either through DTC’s ATOP or to the Exchange Agent at the address listed below under “—Exchange Agent.” Any notice of withdrawal must:

• specify the name of the person having tendered the Old Notes to be withdrawn;

• identify the Old Notes to be withdrawn;

• specify the principal amount of the Old Notes to be withdrawn;

• contain a statement that the tendering holder is withdrawing its election to have such Notes exchanged for New Notes;

• except in the case of a notice of withdrawal transmitted through DTC’s ATOP system, be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the Trustee with respect to the Old Notes register the transfer of the Old Notes in the name of the person withdrawing the tender;

• if certificates for Old Notes have been delivered to the Exchange Agent, specify the name in which the Old Notes are registered, if different from that of the withdrawing holder;

• if certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of those certificates, specify the serial numbers of the particular certificates to be withdrawn, and, except in the case of a notice of withdrawal transmitted through DTC’s ATOP system, include a notice of withdrawal signed in the same manner as the letter of transmittal by which the Old Notes were tendered, including any required signature guarantees; and

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• if Old Notes have been tendered using the procedure for book-entry transfer described above, specify the name and number of the account at DTC from which the Old Notes were tendered and the name and number of the account at DTC to be credited with the withdrawn Old Notes, and otherwise comply with the procedures of DTC.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any Old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer. New Notes will not be issued in exchange for such withdrawn Old Notes unless the Old Notes so withdrawn are validly re-tendered.

If you have properly withdrawn Old Notes and wish to re-tender them, you may do so by following one of the procedures described under “—Procedures for Tendering Old Notes” above at any time on or prior to the Expiration Date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the exchange offer, if we determine in our reasonable judgment at any time before the Expiration Date that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC.

The foregoing conditions are for our sole benefit and may be waived by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. The rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for any such Old Notes, if at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the Indenture under the Trust Indenture Act.

We reserve the right to terminate or amend the exchange offer at any time prior to the Expiration Date upon the occurrence of any of the foregoing events.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the Exchange Agent for the exchange offer. All executed letters of transmittal, notices of guaranteed delivery, notices of withdrawal and any other required documentation should be directed to the Exchange Agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the Exchange Agent, addressed as follows:

Deliver To:
By registered or certified mail, hand delivery or overnight courier: The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations - Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Dacia Brown-Jones	By facsimile: (732) 667-9408 Attn: Dacia Brown-Jones	For information call: (315) 414-3349

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Delivery to an address other than the address of the Exchange Agent as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made by mail; however, additional solicitation may be made by telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and Exchange Agent expenses, will be paid by us and are estimated in the aggregate to be $1.41 million.

Transfer Taxes

Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Resale of the New Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the New Notes would in general be freely transferable by holders thereof (other than affiliates of us) after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder of Old Notes participating in the exchange offer, as set forth below). The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, the Morgan Stanley & Co. Incorporated letter, which was made available by the SEC on June 5, 1991, the K-111 Communications Corporation letter, which was made available by the SEC on May 14, 1993, and the Shearman & Sterling letter, which was made available by the SEC on July 2, 1993. Neither the Company nor the subsidiary guarantors, nor any of their affiliates, have entered into any arrangement or understanding with any person to distribute the securities to be received in the exchange offer and, to the best of our information and belief, each person participating in the exchange offer is (i) neither an “affiliate” of any of the Company or any subsidiary guarantor within the meaning of Rule 405 under the Securities Act, nor a broker-dealer acquiring the securities in exchange for securities acquired directly from the Company or any subsidiary guarantor for its own account, (ii) acquiring the securities in its ordinary course of business, and (iii) is not engaged in, and does not intend to engage in, the distribution of the securities to be received in the exchange offer and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the exchange offer.

However, any purchaser of Old Notes who is an “affiliate” of ours or who intends to participate in the exchange offer for the purpose of distributing the New Notes:

• will not be able to rely on such SEC interpretation;

• will not be able to tender its Old Notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of Old Notes unless such sale or transfer is made pursuant to an exemption from those requirements.

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We acknowledge that such secondary resale transactions should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

By executing, or otherwise becoming bound by, the letter of transmittal, each holder of the Old Notes will represent that:

• any New Notes to be received by such holder will be acquired in the ordinary course of its business;

• it has no arrangements or understandings with any person to participate in the distribution of the Notes within the meaning of the Securities Act; and

• it is not an “affiliate” of us or, if it is such an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the exchange offer, and there can be no assurance that the SEC staff would make a similar determination with respect to the New Notes as it has made in previous no-action letters.

In addition, in connection with any resales of those Old Notes, each exchanging dealer, as defined below, receiving New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such exchanging dealer as a result of market-making activities or other trading activities, must acknowledge that it may be a statutory underwriter and that it must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. See “Plan of Distribution.”

The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that exchanging dealers may fulfill their prospectus delivery requirements with respect to the New Notes, other than a resale of an unsold allotment from the original sale of the Old Notes, by delivery of the prospectus contained in the exchange offer registration statement.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Exchange and Registration Rights Agreement we entered into in connection with the private offering of the Old Notes. We will not receive any cash proceeds from the issuance of the New Notes under the exchange offer. In consideration for issuing the New Notes as contemplated by this prospectus, we will receive Old Notes in like principal amounts, the terms of which are identical in all material respects to the New Notes, subject to limited exceptions. Old Notes surrendered in exchange for New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our indebtedness.

The net proceeds from the sale of the Old Notes were approximately $1,080.0 million. We used the net proceeds from the sale of the Old Notes, together with cash on hand, to repay $1.1 billion of borrowings under the Term Loan Facility.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facility

On December 27, 2013, in connection with our acquisition of Local TV, we as borrower entered into a $4.073 billion Secured Credit Facility with a syndicate of lenders led by JPMorgan, as administrative agent. The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Note 5 and Note 9 to our audited consolidated financial statements included elsewhere in this prospectus). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1 billion and (y) the maximum amount that would not cause the Company’s net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00.

Our obligations under the Secured Credit Facility are guaranteed by all of our wholly owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of our and the Guarantors’ personal property and assets, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on our ability and the ability of our subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders.

Amendment

On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into the Amendment (to the Secured Credit Facility. Prior to the Amendment and the Prepayment, $3.479 billion of Former Term Loans were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into the Converted Term B Loans, along with certain new lenders who advanced $1.802 billion into the New Term B Loans). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment of $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility.

Term Loan Facility

As a result of the amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%. Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due beginning September 30, 2015. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B

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Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and Classified Ventures, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company has rights to reinvest the proceeds to acquire assets for use in its business, within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00:1.00, then 0%) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent reduction in commitments under the Revolving Credit Facility, and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) and clause (iii) above do not apply at any time during which the Company’s corporate rating issued by Moody’s is Baa3 or better and BBB- or better by S&P.

Prior to the Amendment, the Term Loan Facility bore interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR, subject to a minimum rate of 1.00%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0%.

Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014. As further described in Note 2 to our audited consolidated financial statements elsewhere in this prospectus, on August 4, 2014, the Company used a $275 million cash dividend from Tribune Publishing to permanently repay $275 million of outstanding borrowings under the Term Loan Facility.

The Former Term Loans were issued at a discount of 25 basis points, totaling $9 million, which was being amortized to interest expense over the expected term of the Term Loan Facility. The Company incurred and deferred transaction costs totaling $78 million in connection with the Former Term Loans in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to our audited consolidated financial statements included elsewhere in this prospectus), which was extinguished in the fourth quarter of 2013, continued to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” As of the date of the Amendment, the aggregate unamortized debt issuance costs totaled $64 million and unamortized debt issue discount totaled $8 million.

In connection with the Amendment, the Company paid fees to Term B Loan lenders of $6 million, which are considered a debt discount, of which $4 million was deferred, and incurred transaction costs of $2 million, of which $1 million was deferred. The Company recorded a loss of $37 million on the extinguishment of the Former Term Loan in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2015 as a portion of the facility was considered extinguished for accounting purposes. The loss included the write-off of unamortized transaction costs of $30 million, an unamortized discount of $4 million and other transaction costs of $4 million. The Company’s unamortized transaction costs related to the Term Loan Facility were $32 million and $70 million at December 31, 2015 and December 28, 2014, respectively. These deferred costs are recorded in other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Term Loan Facility.

Revolving Credit Facility

Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0%, based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee

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equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25%, 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum.

Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments.

The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.75 to 1.00 for each period of four consecutive fiscal quarters most recently ended. Beginning with the period ended March 29, 2015, the covenant requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended December 31, 2015.

At December 31, 2015 and December 28, 2014, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million and $27 million, respectively, of standby letters of credit outstanding, primarily in support of our workers compensation insurance programs.

Dreamcatcher

In addition, the Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5 and Note 9 to the Company’s audited consolidated financial statements included elsewhere in this prospectus). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility.

Senior Toggle Notes

In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5 to our audited consolidated financial statements included elsewhere in this prospectus), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On January 27, 2014, the Senior Toggle Notes were fully repaid; $174 million, inclusive of accrued interest of $2 million, was paid to third parties and the remaining $28 million was paid to a subsidiary of the Company. See Note 9 to our audited consolidated financial statements included elsewhere in this prospectus for further information.

Other

During 2014, the Company incurred $10 million of transaction costs related to a senior secured credit facility which was entered into by Tribune Publishing in connection with the spin-off of the Company’s principal publishing operations on August 4, 2014 (see Note 1 to our audited consolidated financial statements included elsewhere in this prospectus). The related assets for these transaction costs were distributed to Tribune Publishing in the Publishing Spin-off (see Note 2 to our audited consolidated financial statements included elsewhere in this prospectus).

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DESCRIPTION OF NOTES

General

The old 5.875% Senior Notes due 2022 (the “Old Notes”) were issued and the new 5.875% Senior Notes due 2022 (the “New Notes”) are to be issued under an Indenture, dated as of June 24, 2015, among the Company referred to below, as issuer, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Guarantors party thereto and the Trustee, the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Guarantors party thereto and the Trustee, and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Guarantors party thereto and the Trustee (the “Indenture”). The terms of the New Notes will be substantially identical to the terms of the Old Notes except that the New Notes will be registered under the Securities Act and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Old Notes, and will not entitle their holders to registration rights. New Notes will otherwise be treated as Old Notes for purposes of the Indenture.

The Indenture and the Notes contain provisions that define your rights and govern the obligations of the Company under the Notes. Copies of the forms of the Indenture and the Notes (and any supplemental indenture) have been filed as exhibits to the Company’s filings with the SEC under the Securities Exchange Act of 1934. See “Where You Can Find More Information.” The following is a summary of certain provisions of the Indenture and the Notes. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture and the Notes, including the definitions of certain terms therein.

In this description, (a) the terms “we,” “us” and “our” each refer to the Company and its consolidated subsidiaries and (b) the term the “Company” in this description refers to the Company, the issuer of the Notes, and not any of its subsidiaries. The term the “Company” and other capitalized terms used in this “Description of Notes” section and not otherwise defined have the meanings set forth in the section “—Certain definitions.” Any reference to a “Holder” or a “Noteholder” in this “Description of Notes” refers to the Holders of the Old Notes or the New Notes, as applicable. The Old Notes and the New Notes, are each considered collectively to be a single class for all purposes under the Indenture, including, without limitations, for purposes of waivers, amendments, redemptions and offers to purchase. In this “Description of Notes”, any reference to (i) “Notes” refers collectively to the Old Notes and the New Notes, unless the context otherwise requires, and (ii) a “series” of Notes refers to the Old Notes and New Notes collectively, as applicable.

The Company issued Notes with an initial aggregate principal amount of $1,100 million. The Company may issue additional securities under the Indenture in one or more series (as more particularly defined in the Indenture, “Additional Notes”) from time to time without notice to or the consent of Holders of Notes. Any offering of Additional Notes would be subject to the covenant described below under the caption “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.” The initial Notes and any Additional Notes subsequently issued under the Indenture will vote as a single class (except as otherwise provided herein). The Indenture will permit the Company to designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption provisions applicable to Notes issued on the Issue Date. The Company similarly is entitled to vary the application of certain other provisions to any series of Additional Notes. Additional Notes that differ with respect to maturity date, interest rate, optional redemption provisions or otherwise from the Notes issued on the Issue Date will constitute or comprise a different series from the initial Notes. Additional Notes that have the same maturity date, interest rate, optional redemption provisions or other provisions as the Notes issued on the Issue Date will be treated as part of the same series as the Notes unless otherwise designated by the Company in writing. Except as otherwise specified herein, all references to the “Notes” include any Additional Notes that are actually issued.

If a Holder of Notes has given wire transfer instructions to the Company or the paying agent, the paying agent will pay all principal of, and, if applicable, interest and premium, if any, on, that Holder’s Notes in

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accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments through the paying agent by check mailed to the Holders of Notes at their addresses set forth in the register of Holders.

The Trustee is initially acting as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the Holders, and the Company or one of its Subsidiaries may act as paying agent or registrar.

The Notes are issued only in fully registered form, without coupons, in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Ranking

The Notes are senior unsecured obligations of the Company and rank:

• equally in right of payment with all existing and future senior Indebtedness of the Company (including the Senior Credit Agreement);

• senior in right of payment to any future Subordinated Indebtedness of the Company;

• effectively subordinated to any Secured Indebtedness of the Company (including the Senior Credit Agreement) to the extent of the value of the assets securing such Indebtedness; and

• structurally subordinated to all liabilities (including Indebtedness and trade payables) of any Non-Guarantor Subsidiaries.

At December 31, 2015, the Company and its Subsidiaries had approximately $3,500 million of Indebtedness on a consolidated basis (including the Notes), of which approximately $2,400 million was secured. In addition, the revolving credit facility under the Senior Credit Agreement provides commitments of $300.0 million, of which approximately $277.0 million is available to be drawn as of December 31, 2015. All of those borrowings under the Senior Credit Agreement are Secured Indebtedness. See “Description of Other Indebtedness.”

The Company is a holding company with limited direct operations. All of the operations of the Company are conducted through its Subsidiaries. Unless a Subsidiary is a Guarantor, claims of creditors of such Subsidiary, including trade creditors, and claims of preferred stockholders (if any) of such Subsidiary generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of the Company, including Holders. The Notes, therefore, are structurally subordinated to claims of creditors (including trade creditors) and preferred stockholders (if any) of Non-Guarantor Subsidiaries. Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and its Subsidiaries may Incur, such limitations are subject to a number of significant exceptions.

Guarantees

Each of the Company’s Restricted Subsidiaries that is a guarantor under the Senior Credit Agreement jointly and severally, irrevocably, fully and unconditionally guarantees on a senior unsecured basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all Obligations of the Company under the Indenture and the Notes (including interest which, but for the filing of a petition in bankruptcy with respect to the Company, would have accrued on any Obligation, whether or not a claim is allowed against the Company for such interest in the related bankruptcy proceeding) to the Holders and the Trustee, whether for payment of principal of, premium, if any, or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by such Guarantors being herein called the “Guaranteed Obligations”).

Each Guarantee of a Guarantor rank:

• equally in right of payment with all existing and future senior Indebtedness of such Guarantor (including its guarantee under the Senior Credit Agreement);

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• senior in right of payment to any future Subordinated Indebtedness of such Guarantor;

• effectively subordinated to all Secured Indebtedness of such Guarantor (including its guarantee under the Senior Credit Agreement) to the extent of the value of the assets securing such Indebtedness; and

• structurally subordinated to all liabilities (including Indebtedness and trade payables) of any of such Guarantor’s Non-Guarantor Subsidiaries.

Each Guarantee is limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Indenture or the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See “Risk Factors—Risks Relating to the Notes and Our Indebtedness—Federal and state fraudulent transfer laws may permit a court to void the Notes or the guarantees, and if that occurs, you may not receive any payments on the Notes.” The Company has and will cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a Receivables Subsidiary or is already a Guarantor) that guarantees or otherwise Incurs any Indebtedness under the Senior Credit Agreement or guarantees Certain Capital Markets Debt to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will guarantee performance and payment of the Notes on a senior unsecured basis. See “—Certain covenants—Future guarantors.”

Each Guarantee is a continuing guarantee and, subject to the next succeeding paragraph, shall:

(1) remain in full force and effect until payment in full of all the Guaranteed Obligations;

(2) be binding upon each such Guarantor and its successors and assigns; and

(3) inure to the benefit of and be enforceable by the Trustee, the Holders and their successors, transferees and assigns.

A Guarantee of a Guarantor will be automatically and unconditionally released and discharged upon:

(a) the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of (x) Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture,

(b) the Company designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under “—Certain covenants—Limitation on restricted payments” and the definition of “Unrestricted Subsidiary,”

(c) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under “—Certain covenants—Future guarantors,” the release or discharge of the Guarantee by such Restricted Subsidiary of Indebtedness (or, if such release or discharge occurs substantially concurrently with the release of the Guarantee of such Restricted Subsidiary or will occur as a result of the release of the Guarantee of such Restricted Subsidiary) or the repayment of the Indebtedness, in each case, which resulted in the obligation to guarantee the Notes, except if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Restricted Subsidiary would then be required to provide a guarantee pursuant to the covenant described under “—Certain covenants—Future guarantors”),

(d) the Company’s exercise of its legal defeasance option or covenant defeasance option as described under “—Defeasance,” or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture,

(e) the release or discharge of direct obligations of such Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement (or, if such release or discharge

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occurs substantially concurrently with the release of the Guarantee of such Guarantor or will occur as a result of the release of the Guarantee of such Guarantor), except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee (it being understood that a release or discharge subject to contingent reinstatement is still a release or discharge, and that if any such other direct obligation or guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a guarantee pursuant to the covenant described under “—Certain covenants—Future guarantors”),

(f) such Guarantor ceasing to be a Domestic Subsidiary, or

(g) the Notes having an Investment Grade Rating from both Rating Agencies; provided that each such Guarantee shall be reinstated upon the Reversion Date with respect to each Restricted Subsidiary that would then be required to provide a guarantee pursuant to the covenant described under “—Certain covenants—Future guarantors.”

In addition, the Company has the right, upon 10 days’ written notice to the Trustee (or, such shorter period as may be agreed to by the Trustee), to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Agreement or any Certain Capital Markets Debt to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee shall thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

Terms of the notes

The Notes are senior unsecured obligations of the Company and will mature on July 15, 2022. The Notes bear interest at the rate per annum shown on the front cover of this prospectus from June 24, 2015 or from the most recent date to which interest has been paid or provided for, payable semi-annually to Holders of record at the close of business on the January 1 or July 1 immediately preceding the interest payment date on January 15 and July 15 of each year.

Optional redemption

On and after July 15, 2018, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, upon notice as described under the heading “—Selection and notice,” at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date), if redeemed during the 12-month period commencing on July 15 of the years set forth below:

Period	Redemption price
2018		102.938	%
2019		101.469	%
2020 and thereafter		100.000	%

In addition, at any time prior to July 15, 2018, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described under the heading “—Selection and notice,” at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Notes Applicable Premium calculated by us as of the date of the redemption notice, and accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date).

Notwithstanding the foregoing, at any time and from time to time, upon notice as described under the heading “—Selection and notice,” on or prior to July 15, 2018, the Company may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of

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Additional Notes of the same series) with an amount equal to the net cash proceeds of one or more Equity Offerings by the Company or any direct or indirect parent of the Company, to the extent net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) equal to 105.875% plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date); provided, however, that at least 50.0% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes of the same series) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated.

Notwithstanding the foregoing, in connection with any tender for any series of Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes of such series that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the redemption date.

In connection with any redemption of Notes (including with the net cash proceeds of an Equity Offering), any such redemption or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or waiver by the Company in its sole discretion) of one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering or Change of Control Triggering Event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or, waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

The Company or its affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Company or any such affiliates may determine.

Selection and notice

In the case of any partial redemption, selection of the Notes for redemption will be made in compliance with the requirements of the depository and the principal national securities exchange, if any, on which such Notes are listed (so long as the Trustee knows of such listing), or if such Notes are not so listed, in accordance with the applicable procedures of the depository on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) in integral multiples of $1,000; provided that the selection of Notes for redemption shall not result in a Holder of Notes with a principal amount of Notes less than the minimum denomination. If any Note is to be purchased or redeemed in part only, the notice of purchase or redemption relating to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. Subject to the terms and procedures set forth under “Book-Entry; Delivery and Form,” a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption so long as the

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Company has deposited with the paying agent funds sufficient to pay the principal of and premium, if any, plus accrued and unpaid interest, if any, on, the Notes to be redeemed.

Notices of redemption will be given at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address or otherwise in accordance with the procedures of the Depository Trust Company (“DTC”), except that redemption notices may be given more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture, or if the redemption date is delayed as provided for in the second to last paragraph under the heading “Optional redemption.”

Change of control triggering event

Upon the occurrence of a Change of Control Triggering Event with respect to any series of Notes, each Holder of such Notes of such series will have the right to require the Company to purchase all or any part of such Holder’s Notes of such series at a purchase price in cash (the “Change of Control Payment”) equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the right of Holders of record of each applicable series on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date), except to the extent the Company has previously elected to redeem all of the Notes of such series as described under “—Optional redemption.”

A “Change of Control” means any of the following events:

(1) the Company becomes aware of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of Equity Interests or otherwise, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of Voting Stock of the Company representing more than 50% of the total voting power of the Voting Stock of the Company, provided that so long as the Company is a Subsidiary of any Permitted Parent, no Person or group shall be deemed to be or become a beneficial owner of Voting Stock of the Company representing more than 50% of the total voting power of the Voting Stock of the Company unless such Person or group shall be or become a beneficial owner of Voting Stock of such Permitted Parent representing more than 50% of the total voting power of the Voting Stock of such Permitted Parent; or

(2) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a Person and any Person or group (as defined in clause (1) above) is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of Voting Stock of the transferee Person in such sale, lease or transfer of assets representing more than 50% of the total voting power of the Voting Stock of such transferee Person, provided that so long as such transferee Person is a Subsidiary of a parent Person, no Person or group shall be deemed to be or become a beneficial owner of Voting Stock of the transferee Person in such sale, lease or transfer of assets representing more than 50% of the total voting power of the Voting Stock of such transferee Person unless such Person or group shall be or become a beneficial owner of Voting Stock of such parent Person representing more than 50% of the total voting power of the Voting Stock of such parent Person.

“Change of Control Triggering Event” means, with respect to any series of Notes, the occurrence of (1) a Change of Control that is accompanied or followed by a decrease of one or more gradations (including gradations within rating categories as well as between rating categories and excluding, for the avoidance of doubt, changes in ratings outlook) in the rating of such series of Notes within the Ratings Decline Period for such Change of Control by either of the Rating Agencies and (2) the rating of such series of Notes on any day during such

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Ratings Decline Period is below the lower of the rating of such series of Notes by such Rating Agency in effect (a) immediately preceding the first public announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement) and (b) on the Issue Date of such series of Notes; provided that a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change of Control if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustees at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control. For the avoidance of doubt, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Ratings Decline Period” means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of the occurrence of such Change of Control or of the intention by the Company or a stockholder of the Company, as applicable, to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 30th calendar day following consummation of such Change of Control; provided, however, that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the applicable Rating Agency.

The Trustee shall have no responsibility to track ratings.

Prior to or within 30 days following any Change of Control Triggering Event, except to the extent that the Company has exercised its right to redeem all of the Notes of the applicable series as described under “—Optional redemption,” the Company shall deliver a notice (a “Change of Control Offer”) to each Holder of the applicable series with a copy to the Trustee or otherwise in accordance with the procedures of DTC, describing:

(1) that a Change of Control Triggering Event has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company to purchase such Holder’s Notes of such series at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date falling prior to or on the purchase date);

(2) the transaction or transactions that constitute or are expected to constitute such Change of Control Triggering Event;

(3) the purchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is given, except that such notice may be given more than 60 days prior to the purchase date if the purchase date is delayed as provided in clause (9) of this paragraph) (the “Change of Control Payment Date”);

(4) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(5) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(7) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the paying agent receives, not later than the expiration time of the Change of Control Offer, a telegram, telex, facsimile transmission, e-mail or letter setting forth the

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name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(8) that if the Company is purchasing less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(9) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and that the Change of Control Payment Date may, in the Company’s discretion, be delayed until such time as the Change of Control Triggering Event has occurred; and

(10) the other instructions determined by the Company, consistent with this covenant, that a Holder must follow in order to have its Notes purchased.

The Company is not required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon such Change of Control Triggering Event.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of any series validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes of such series validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such series that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of the redemption.

The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this paragraph by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent permitted by law,

(1) accept for payment all Notes issued by the Company or portions thereof validly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.

This Change of Control Triggering Event purchase provision is a result of negotiations between the Company and the Initial Purchasers. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that the Company could decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering

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Event under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect the Company’s capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenant described under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

The Senior Credit Agreement prohibits or limits, and future credit agreements or other agreements to which the Company becomes a party may prohibit or limit, the Company from purchasing any Notes as a result of a Change of Control Triggering Event. In the event a Change of Control Triggering Event occurs at a time when the Company is prohibited from purchasing the Notes, the Company could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture.

The occurrence of events which would constitute a Change of Control Triggering Event would constitute a default under the Senior Credit Agreement. Future Indebtedness of the Company may also contain prohibitions on certain events which would constitute a Change of Control Triggering Event or require such Indebtedness to be repurchased upon a Change of Control Triggering Event. If the Company experiences a change of control that triggers a default under our Senior Credit Agreement, we could seek a waiver of such default or seek to refinance our Senior Credit Agreement. In the event we do not obtain such a waiver or refinance the Senior Credit Agreement, such default could result in amounts outstanding under our Senior Credit Agreement being declared due and payable. Moreover, the exercise by the Holders of their right to require the Company to repurchase the Notes could cause a default under such Indebtedness, even if the Change of Control Triggering Event itself does not, due to the financial effect of such purchase on the Company.

The Company’s ability to pay cash to the Holders following the occurrence of a Change of Control Triggering Event may be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases. See “Risk Factors—Risks Related to the Notes and Our Indebtedness—We may be unable to raise funds necessary to finance the change of control repurchase offers required by the indenture governing the Notes.”

The definition of “Change of Control” includes a phrase relating to the sale, lease or transfer of “all or substantially all” of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a direct or indirect parent entity. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to purchase such Notes as a result of a sale, lease or transfer of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The provisions under the Indenture relating to the Company’s obligation to make an offer to purchase the Notes as a result of a Change of Control Triggering Event, including the definition of “Change of Control,” may be waived or modified at any time (including after a Change of Control) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Certain covenants

Covenant Suspension

Set forth below are summaries of certain covenants contained in the Indenture. If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses

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(i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Guarantees will be automatically and unconditionally released and discharged and the Company and its Restricted Subsidiaries will not be subject to the following covenants or provisions (collectively, the “Suspended Covenants”):

(1) “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;”

(2) “—Limitation on restricted payments;”

(3) “—Dividend and other payment restrictions affecting subsidiaries;”

(4) “—Asset sales;”

(5) “—Transactions with affiliates;”

(6) “—Future guarantors;” and

(7) clauses (4) and (5) of the first paragraph and the entire third paragraph of “—Merger, consolidation or sale of all or substantially all assets.”

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Company obtains actual knowledge that one or both of the Rating Agencies has withdrawn their Investment Grade Rating or downgraded the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events.

The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset at zero. With respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though the covenant described under the caption “—Limitation on restricted payments” had been in effect prior to, but not during, the Suspension Period, provided that no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period, unless such designation would have complied with the covenant described under “—Limitation on restricted payments” as if such covenant were in effect during such period. All Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been Incurred or issued pursuant to clause (c) of the second paragraph of “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock.” In addition, for purposes of the covenant described under “—Transactions with affiliates,” all agreements and arrangements entered into by the Company and any Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date and for purposes of the covenant described under “—Dividend and other payment restrictions affecting subsidiaries,” all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date.

During the Suspension Period, any reference in the definitions of “Permitted Liens” and “Unrestricted Subsidiary” to the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” or any provision thereof shall be construed as if such covenant were in effect during the Suspension Period.

Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any actions taken by the Company or any Subsidiary (including for the avoidance of doubt any failure to comply with the Suspended Covenants) or other events that occurred during any Suspension Period (or upon termination of the Suspension Period or after that time arising out of events that occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted, without causing a Default or Event of Default or breach of any kind under the Indenture, to honor, comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Date and to consummate the transactions contemplated thereby.

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There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating.

The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company and its Subsidiaries’ future compliance with their covenants or (iii) notify the Holders of any Covenant Suspension Event or Reversion Date. The Company should give the Trustee written notice of any Covenant Suspension Event and in any event not later than five (5) Business Days after such Covenant Suspension Event has occurred, but failure to so notify the Trustee shall not invalidate any Covenant Suspension Event and shall not constitute a Default or Event of Default by the Company. In the absence of such notice, the Trustee may assume the Suspended Covenants apply and are in full force and effect. The Company should give the Trustee written notice of any occurrence of a Reversion Date not later than five (5) Business Days after such Reversion Date, but failure to so notify the Trustee shall not invalidate the occurrence of the Reversion Date and shall not constitute a Default or Event of Default by the Company. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if on the date of such Incurrence or issuance, after giving effect to such Incurrence or issuance, the Consolidated Total Net Debt Ratio would have been no greater than 7.00 to 1.00 determined on a Pro Forma Basis for the Incurrence (including the use of proceeds thereof) and any related transactions; provided, further, that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by Non-Guarantor Subsidiaries shall not exceed the greater of (x) $100.0 million and (y) 1.00% of Consolidated Total Assets, at any one time outstanding.

The foregoing limitations do not apply to (collectively, “Permitted Debt”):

(a) the Incurrence by the Company or its Restricted Subsidiaries of Indebtedness under any Credit Agreement, the guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to the greater of (I) an aggregate outstanding principal amount not to exceed $3,500.0 million outstanding at any one time and (II) an aggregate outstanding principal amount, if on the date of the Incurrence of such Indebtedness, after giving Pro Forma Effect to such Incurrence (including the use of proceeds thereof) and any related transactions (or, at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving Pro Forma Effect to the Incurrence of the entire committed amount of such Indebtedness and any related transactions (such committed amount, a “Ratio Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause), the Consolidated Senior Secured Net Debt Ratio would be equal to or less than 4.50 to 1.00;

(b) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (not including any Additional Notes) and any Exchange Notes in respect thereof and the Guarantees thereof, as applicable;

(c) Indebtedness of the Company and its Restricted Subsidiaries outstanding (or Incurred pursuant to any commitment outstanding) on the Issue Date (other than Indebtedness under the Senior Credit Agreement Incurred under clause (a) or in respect of the initial Notes Incurred under clause (b) above);

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(d) (x) Capitalized Lease Obligations; provided that the Consolidated Senior Secured Net Debt Ratio would not exceed 4.50 to 1.00 after giving Pro Forma Effect to the Incurrence of such Capitalized Lease Obligations and any related transactions, (y) Indebtedness (including, without limitation, Capitalized Lease Obligations and mortgage financings as purchase money obligations) Incurred by the Company or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Company to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount or liquidation preference, including all Indebtedness Incurred and Disqualified Stock or Preferred Stock issued to Refinance any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (d)(y), not to exceed the greater of (a) $200.0 million and (b) 2.00% of Consolidated Total Assets, at any one time outstanding and (z) Capitalized Lease Obligations Incurred by the Company or any Restricted Subsidiary in connection with a Sale/Leaseback Transaction so long as the proceeds of such Sale/Leaseback Transaction are used by the Company or such Restricted Subsidiary to permanently repay outstanding loans under any Credit Agreement or other Indebtedness secured by a Lien on the assets subject to such Sale/Leaseback Transaction;

(e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments issued in the ordinary course of business, including, without limitation, (i) letters of credit or performance or surety bonds in respect of workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance and (ii) guarantees of Indebtedness Incurred by customers in connection with the purchase or other acquisition of equipment or supplies in the ordinary course of business;

(f) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, earn-outs, adjustment of purchase or acquisition price or similar obligations, in each case, Incurred in connection with the acquisition or disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of the Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(g) (i) Indebtedness of the Company to a Restricted Subsidiary; provided that (x) such Indebtedness owing to a Non-Guarantor Subsidiary shall be subordinated in right of payment to the Company’s Obligations with respect to the Notes and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (g)(i) and (ii) Indebtedness of the Company or any Restricted Subsidiary to any Related License Corporation; provided that (x) such Indebtedness shall be subordinated in right of payment to the Company’s Obligations with respect to the Notes and (y) any event which results in any such Related License Corporation ceasing to be a Related License Corporation shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (g)(ii);

(h) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (h);

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(i) Indebtedness of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary; provided that (x) if a Guarantor Incurs such Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor and (y) any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (i);

(j) (x) Cash Management Services or (y) Swap Contracts Incurred not for speculative purposes;

(k) obligations (including reimbursement obligations with respect to letters of credit or bank guarantees or similar instruments) in respect of self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary;

(l) Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary of the Company and Preferred Stock of any Restricted Subsidiary of the Company in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (l), does not exceed the greater of (x) $400.0 million and (y) 4.00% of Consolidated Total Assets, at any one time outstanding;

(m) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of the Company or any of its Restricted Subsidiaries to the extent the Incurrence of such Indebtedness or other obligations is permitted under the terms of the Indenture;

(n) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company that serves to Refinance any Indebtedness Incurred (or unutilized commitments in respect of Indebtedness) or Disqualified Stock or Preferred Stock issued as permitted under the first paragraph of this covenant or clause (a)(II), (b), (c), (d)(x), (d)(z), this clause (n), (o) or (r) of this paragraph or any Indebtedness Incurred (or commitments established) or Disqualified Stock or Preferred Stock issued to so Refinance such Indebtedness (or unutilized commitments in respect of such Indebtedness), Disqualified Stock or Preferred Stock, including, in each case, any additional Indebtedness Incurred or Disqualified Stock or Preferred Stock issued to pay the Related Costs in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced or, if earlier, the remaining Weighted Average Life to Maturity of the Notes;

(2) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebtedness being Refinanced or, if earlier, the Stated Maturity of the Notes;

(3) to the extent that such Refinancing Indebtedness Refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated Indebtedness or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock, respectively;

(4) shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Guarantor, or (y) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclauses (1) and (2) will not apply to any Refinancing of any Secured Indebtedness;

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(o) (A) Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any of its Restricted Subsidiaries Incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person (including, pursuant to a Permitted Asset Swap) and (ii) of any Person that is acquired by the Company or any of its Restricted Subsidiaries or merged into or consolidated or amalgamated with the Company or a Restricted Subsidiary in accordance with the terms of the Indenture and (B) Indebtedness Incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person (including, pursuant to a Permitted Asset Swap); provided, however, that after giving Pro Forma Effect to such acquisition, merger, consolidation, amalgamation or Permitted Asset Swap and any related transactions, either:

(1) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Total Net Debt Ratio test set forth in the first paragraph of this covenant; or

(2) the Consolidated Total Net Debt Ratio would be equal to or less than the Consolidated Total Net Debt Ratio immediately prior to giving Pro Forma Effect to such acquisition, merger, consolidation, amalgamation or Permitted Asset Swap and any related transactions;

(p) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business,

(q) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to any Credit Agreement, to the extent such letter of credit has not been terminated and is in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(r) Contribution Indebtedness;

(s) Indebtedness of the Company or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(t) Indebtedness or Preferred Stock of Non-Guarantor Subsidiaries in an amount not to exceed the greater of (x) $50.0 million and (y) 0.50% of Consolidated Total Assets, at any one time outstanding;

(u) Indebtedness of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Equity Interests or participants of such joint venture, to the extent the percentage of the aggregate amount of such Indebtedness of such joint venture owed to such holders of its Equity Interests or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Equity Interests of such joint venture held by such holders or such participant’s participation in such joint venture;

(v) Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Company or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(w) [intentionally omitted];

(x) Indebtedness consisting of Indebtedness issued by the Company or any Restricted Subsidiary to future, current or former officers, directors, managers, employees, consultants and independent contractors thereof, or any Restricted Subsidiary, or any direct or indirect parent of the Company or any Related License Corporation, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent permitted under the covenant described under the caption “—Limitation on restricted payments;”

(y) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(z) Indebtedness Incurred by the Company or a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange, warehouse receipts or similar facilities, or the discounting or

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factoring of receivables for credit management purposes, in each case Incurred or undertaken in the ordinary course of business;

(aa) Indebtedness Incurred by the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge any of the Notes in accordance with the Indenture;

(bb) (i) guarantees Incurred in the ordinary course of business by the Company or any of its Restricted Subsidiaries and not in respect of Indebtedness for borrowed money and (ii) Indebtedness Incurred by the Company or a Restricted Subsidiary as a result of leases entered into by the Company or such Restricted Subsidiary in the ordinary course of business;

(cc) [intentionally omitted];

(dd) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary Incurred to finance or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount or liquidation preference that does not exceed the greater of (x) $250.0 million and (y) 2.50% of Consolidated Total Assets at any one time outstanding;

(ee) (i) Permitted Disposition Transaction Indebtedness, (ii) Related License Guarantees and (iii) guarantees of Indebtedness or obligations of Related License Corporations, in each case under this clause (iii), Incurred in the ordinary course of business and not in respect of Indebtedness for borrowed money; and

(ff) Indebtedness of an Excluded Disposition Subsidiary Incurred in connection with a disposition, Restricted Payment or, Investment, of Equity Interests of such Excluded Disposition Subsidiary to or, in, a Person other than the Company or one of its Restricted Subsidiaries, in each case resulting in such Excluded Disposition Subsidiary no longer constituting a Restricted Subsidiary.

For purposes of determining compliance with this covenant, (w) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, at the time of Incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this covenant, provided that all Indebtedness under the Senior Credit Agreement Incurred on or prior to the Issue Date shall be deemed to have been Incurred pursuant to clause (a) of the preceding paragraph and the Company shall not be permitted to reclassify all or any portion of Indebtedness Incurred on or prior to the Issue Date pursuant to clause (a) of the preceding paragraph; provided further that (if the Company shall so determine) any Indebtedness Incurred pursuant to clauses (d)(y), (l), (y) or (dd) of the second paragraph of this covenant shall cease to be deemed outstanding for purposes of any such clause but shall instead be deemed Incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under the first paragraph of this covenant without reliance on such clause; (x) in the event that Indebtedness could be Incurred in part under the first paragraph of this covenant and/or clause (a)(II) of the definition of “Permitted Debt,” clause (d)(x) of the definition of “Permitted Debt” and/or clause (o) of the definition of “Permitted Debt” (other than by reason of subclause (2) of the proviso to such clause (o)), the Company, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred under such first paragraph and/or such clause (a)(II), (d)(x) and/or such clause (o) and thereafter the remainder of such Indebtedness as having been Incurred under any other clause or subclause of the definition of “Permitted Debt;” (y) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any provision of this Covenant measured by reference to a percentage of Consolidated Total Assets, and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not

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exceed the principal amount of such Indebtedness being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing and (z) if any Indebtedness is Incurred to Refinance Indebtedness initially Incurred (or, Indebtedness Incurred to Refinance Indebtedness initially Incurred) in reliance on any provision of this Covenant measured by a dollar amount, such dollar amount shall not be deemed to be exceeded (and such newly Incurred Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of Disqualified Stock or Preferred Stock of the same class, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness, provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with any provision of this Covenant (or any category of Permitted Liens described in the definition thereof) measured by a dollar amount or by reference to a percentage of Consolidated Total Assets, in each case, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred or Liens securing such Indebtedness were granted, in the case of term debt, or first committed or first Incurred (or granted) (whichever yields the lower U.S. dollar-equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred (or Commitments established) to Refinance other Indebtedness (or unutilized commitments in respect of such Indebtedness) denominated in a foreign currency, and such Refinancing would cause the applicable provision of this Covenant (or category of Permitted Liens) to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such provision of this Covenant (or category of Permitted Liens) shall be deemed not to have been exceeded to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced (plus the Related Costs in connection therewith).

The principal amount of any Indebtedness Incurred (or commitments established) to Refinance other Indebtedness (or unutilized commitments in respect of such Indebtedness), if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated for all purposes under the Indenture (including for purposes of the definition of “Permitted Liens”) based on the currency exchange rate applicable to the currencies in which such respective Indebtedness (or unutilized commitments in respect of such Indebtedness) is denominated that is in effect on the date of such Refinancing.

Limitation on restricted payments

The Indenture provides that the Company will not, and does not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving the Company (other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

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(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(3) make any voluntary principal payment on, or voluntarily redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clause (g) or (i) of the definition of “Permitted Debt”); or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(b) immediately after giving effect to such transaction and any related transactions on a Pro Forma Basis, the Company could Incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;” and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clause (1) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of, without duplication,

(1) (x) $250.0 million plus (y) 100.0% of the Consolidated EBITDA of the Company for the period (taken as one accounting period) beginning on December 29, 2014 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment less the product of 1.4 times the Consolidated Interest Expense of the Company for the same period, plus

(2) 100.0% of the aggregate net proceeds, including cash and the Fair Market Value of assets (other than cash), received by the Company after the Issue Date from the issue or sale of Equity Interests of the Company (other than Excluded Equity), including such Equity Interests issued upon exercise of warrants or options, plus

(3) 100.0% of the aggregate amount of contributions to the capital of the Company received in cash and the Fair Market Value of assets (other than cash) after the Issue Date (other than Excluded Equity), plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock, in each case, of the Company or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Restricted Subsidiary) that, in each case, has been converted into or exchanged for Equity Interests in the Company or any direct or indirect parent of the Company (other than Excluded Equity), plus

(5) 100.0% of the aggregate amount received by the Company or any Restricted Subsidiary in cash and the Fair Market Value of assets (other than cash) received by the Company or any Restricted Subsidiary from:

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary of the Company) of Restricted Investments made by the Company and its Restricted Subsidiaries

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and from repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than to the extent that the Restricted Investment was made pursuant to clause (10) of the next succeeding paragraph),

(B) the sale (other than to the Company or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or

(C) any distribution or dividend from an Unrestricted Subsidiary, plus

(6) in the event any Unrestricted Subsidiary of the Company has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company, in each case after the Issue Date, the Fair Market Value of the Investment of the Company in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (10) of the next succeeding paragraph or constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution or consummation of any redemption within 60 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with this covenant;

(2)    (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Company or any direct or indirect parent of the Company, or Subordinated Indebtedness, in exchange for, or out of the proceeds of the issuance or sale of, Equity Interests of the Company or any direct or indirect parent of the Company or contributions to the equity capital of the Company (other than Excluded Equity) (collectively, including any such contributions, “Refunding Capital Stock”);

(b) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the issuance or sale (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company or any of its Subsidiaries) of Refunding Capital Stock; and

(c) if immediately prior to the retirement of the Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and has not been made as of such time (the “Unpaid Amount”), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of the Company or any direct or indirect parent of the Company) in an aggregate amount no greater than the Unpaid Amount;

(3) the payment, purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the Incurrence of, Refinancing Indebtedness thereof;

(4) the purchase, retirement, redemption or other acquisition (or Restricted Payments to the Company or any direct or indirect parent of the Company to finance any such purchase, retirement, redemption or other acquisition) for value of Equity Interests (including related stock appreciation rights or similar securities) of the Company or any direct or indirect parent of the Company held directly or indirectly by any future, present or former employee, officer, director, manager, consultant or independent contractor of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company or any Related License Corporation or their estates,

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heirs, family members, spouses or former spouses or permitted transferees (including for all purposes of this clause (4), Equity Interests held by any entity whose Equity Interests are held by any such future, present or former employee, officer, director, manager, consultant or independent contractor or their estates, heirs, family members, spouses or former spouses or permitted transferees) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription or shareholder or similar agreement; provided, however, that, except with respect to non-discretionary purchases, the aggregate amounts paid under this clause (4) shall not exceed $25.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next succeeding calendar year); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Company from the issuance or sale of Equity Interests (other than Disqualified Stock) of the Company or any direct or indirect parent of the Company (to the extent contributed to the Company), in each case, to any future, present or former employees, officers, directors, managers, consultants or independent contractors of the Company or its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation that occurs after the Issue Date; provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the immediately preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries or any direct or indirect parent of the Company (to the extent contributed to the Company) after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to employees, officers, directors, managers, consultants or independent contractors of the Company or its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation that are foregone in return for the receipt of Equity Interests; less

(d) the amount of cash proceeds described in clause (a), (b) or (c) of this clause (4) previously used to make Restricted Payments pursuant to this clause (4); provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (a), (b) and (c) of this clause (4) in any calendar year;

in addition, cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any future, current or former officer, director, employee, manager, consultant or independent contractor (or any permitted transferees thereof) of the Company or any of its Subsidiaries or any direct or indirect parent company thereof or any Related License Corporation, in connection with a repurchase of Equity Interests of the Company or any direct or indirect parent of the Company from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provisions of the Indenture;

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and any class or series of Preferred Stock of any Restricted Subsidiaries issued or Incurred in accordance with the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;”

(6) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) and the declaration and payment of dividends to the Company or any direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of the Company or any direct or indirect parent of the Company issued after the Issue Date; provided, however, that (A) in the case of Designated

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Preferred Stock of the Company, for the most recently ended eight full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) and any other related transactions on a Pro Forma Basis, the Consolidated Total Net Debt Ratio of the Company would have been no greater than 7.00 to 1.00 and (B) in the case of Designated Preferred Stock of any direct or indirect parent of the Company, the aggregate amount of dividends declared and paid pursuant to this clause (6) does not exceed the net cash proceeds actually received by the Company from the sale (or the contribution of the net cash proceeds from the sale) of Designated Preferred Stock;

(7) any Restricted Payments made pursuant to agreements entered into in connection with the consummation of the Publishing Spin;

(8) Restricted Payments in an aggregate amount per fiscal quarter of the Company not to exceed $0.30 per share (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock considerations and similar transactions) of common stock of the Company (or, if the Company is a Subsidiary of a Permitted Parent, for each share of common stock of the Permitted Parent that is not a Subsidiary of any other Permitted Parent) outstanding as of the record date for such Restricted Payment;

(9) Restricted Payments in an aggregate amount not to exceed the aggregate amount of Excluded Contributions;

(10) other Restricted Payments (including loans or advances) in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed an amount (net of repayments of any such loans or advances) equal to the greater of (x) $250.0 million and (y) 2.50% of Consolidated Total Assets, at any one time outstanding;

(11) the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Company and its Restricted Subsidiaries pursuant to provisions similar to those described under “—Change of control triggering event” and “—Asset sales;” provided that, prior to such payment, purchase, redemption, defeasance or other acquisition or retirement for value, the Company (or a third party to the extent permitted by the Indenture) have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and have paid, repurchased, redeemed, defeased, acquired or retired all Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer, as the case may be;

(12) if, at any time, the Company is a member of a group filing a consolidated, combined, affiliated or unitary income tax return with any direct or indirect parent of the Company, Restricted Payments to such direct or indirect parent of the Company to pay U.S. federal, foreign, state and local income taxes imposed on such entity to the extent such income taxes are attributable to the income of the Company and its Subsidiaries; provided, however, that the amount of such payments in respect of any tax year does not, in the aggregate, exceed the amount that the Company and its Subsidiaries that are members of such consolidated, combined, affiliated or unitary group would have been required to pay in respect of U.S. federal, foreign, state and local income taxes (as the case may be) in respect of such year if the Company and its Subsidiaries paid such income taxes directly on a separate company basis or as a stand-alone consolidated, combined, affiliated or unitary income tax group for such year (reduced by any such taxes paid directly by the Company or any Subsidiary, and determined as if the Company and its Subsidiaries were never members of such consolidated, combined, affiliated or unitary group with such direct or indirect parent, and were always either separate company taxpayers or members of a stand-alone consolidated, combined, affiliated or unitary income tax group that includes just the Company and its Subsidiaries);

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(13) the declaration and payment of dividends, other distributions or other amounts to, or the making of loans to, any direct or indirect parent, in the amount required for such entity to, if applicable:

(a) pay amounts equal to the amounts required for any direct or indirect parent of the Company to pay fees and expenses (including Related Taxes), customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, future, present or former officers, employees, directors, managers, consultants or independent contractors of any direct or indirect parent of the Company, if applicable, and general corporate operating (including, without limitation, expenses related to auditing and other accounting matters) and overhead costs and expenses of any direct or indirect parent of the Company, if applicable, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of the Company and its Subsidiaries;

(b) pay, if applicable, amounts equal to amounts required for any direct or indirect parent of the Company to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company (other than as Excluded Equity) and that has been guaranteed by, and is otherwise considered Indebtedness of, the Company or any Restricted Subsidiary Incurred in accordance with the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” (except to the extent any such payments have otherwise been made by the Company or any such Guarantor);

(c) pay fees and expenses Incurred by any direct or indirect parent of the Company related to (i) the maintenance of such parent entity of its corporate or other entity existence and performance of its obligations under the Indenture and similar obligations under any Credit Agreement, (ii) any unsuccessful equity or debt offering of securities of such parent entity and (iii) any equity or debt issuance, Incurrence or offering, any disposition or acquisition or any investment transaction by the Company or any of its Restricted Subsidiaries (or any acquisition of or investment in any business, assets or property that will be contributed to the Company or any of its Restricted Subsidiaries as part of the same or a related transaction) permitted by the Indenture;

(d) pay franchise and excise taxes and other fees, taxes and expenses in connection with any ownership of the Company or any of its Subsidiaries or required to maintain their organizational existences; and

(e) finance, or to make payments to any other direct or indirect parent of the Company to finance, any Investment that, if consummated by the Company or any Restricted Subsidiary, would be a Permitted Investment; provided that (i) such Restricted Payment is made substantially concurrently with the closing of such Investment and (ii) promptly following the closing thereof, such direct or indirect parent of the Company causes (x) all property acquired (whether assets or Equity Interests) to be contributed to the Company or any Restricted Subsidiary or (y) the merger, consolidation or amalgamation (to the extent permitted by the covenant described under “—Merger, consolidation, amalgamation or sale of all or substantially all assets”) of the Person formed or acquired into the Company or any Restricted Subsidiary in order to consummate such acquisition or Investment, in each case, in accordance with the requirements of the covenant described under “—Future guarantors;”

(14) the payment of cash dividends or other distributions on the Company’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Company to, fund the payment of fees and expenses owed by the Company or any direct or indirect parent or Restricted Subsidiary of the Company, as the case may be, to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with affiliates;”

(15) (i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (ii) payments made or expected to be made by the Company or any Restricted Subsidiary in

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respect of withholding or similar taxes payable or expected to be payable by any future, present or former director, officer, employee, manager, consultant or independent contractor of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company or any Related License Corporation (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options or the grant, vesting or delivery of Equity Interests and (iii) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company or any Related License Corporation in connection with such Person’s purchase of Equity Interests of the Company or any direct or indirect parent of the Company; provided that no cash is actually advanced pursuant to this clause (iii) other than to pay taxes due in connection with such purchase, unless immediately repaid;

(16) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees;

(17) payments or distributions to satisfy dissenters’ rights, pursuant to or in connection with a consolidation, merger, amalgamation or transfer of assets that complies with the provisions of the Indenture;

(18) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(19) the payment of cash in lieu of the issuance of fractional shares of Equity Interests in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of, or upon exercise, conversion or exchange of Equity Interests, warrants, options or other securities exercisable or convertible into, Equity Interests of the Company or any direct or indirect parent of the Company;

(20) Investments in Unrestricted Subsidiaries in an aggregate amount, taken together with all other Investments made pursuant to this clause (20) that are at the time outstanding not to exceed the greater of $325.0 million and 3.05% of Consolidated Total Assets;

(21) Restricted Payments (other than Investments) (i) of property consisting of Excluded Disposition Assets and (ii) of the Equity Interests of any Excluded Disposition Subsidiary;

(22) Restricted Payments with the Excluded Disposition Credit;

(23) [intentionally omitted]; and

(24) any Restricted Payment; provided that on a Pro Forma Basis after giving effect to such Restricted Payment and any related transactions the Consolidated Total Net Debt Ratio would be equal to or less than 3.00 to 1.00;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10) and (24), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof. For purposes of clauses (12), (13) and (15) above, taxes and Related Taxes shall include all interest and penalties with respect thereto and all additions thereto.

As of the Issue Date, all of the Company’s Subsidiaries (other than 3370 Harbor, LLC, IL-700 West Chicago Avenue, LLC, TREH/Kearny Costa Mesa, LLC, TREH 200 E. Las Olas Member, LLC, Riverwalk Center I Joint Venture, TREH 200 E. Las Olas Holdco, LLC, TREH 200 E. Las Olas Venture, LLC and TREH 700 W. Chicago Venture, LLC) were Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” Other than in the case of the designation of an Excluded Disposition Subsidiary, for purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation are only permitted if a Restricted Payment or

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Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the covenants set forth in the Indenture.

For purposes of the covenant described above, if any Investment or Restricted Payment (or a portion thereof) would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Company may divide and classify such Investment or Restricted Payment (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Investment or Restricted Payment to the extent the Investment or Restricted Payment (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Dividend and other payment restrictions affecting subsidiaries

The Indenture provides that the Company does not, and will not permit any of its Restricted Subsidiaries (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Guarantors) to:

(a) (i) pay dividends or make any other distributions to the Company or any Guarantor on its Capital Stock; or (ii) pay any Indebtedness owed to the Company or any Guarantor;

(b) make loans or advances to the Company or any Guarantor; or

(c) sell, lease or transfer any of its properties or assets to the Company or any Guarantor;

except in each case for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions of the Company or any of its Restricted Subsidiaries in effect on the Issue Date, including pursuant to the Senior Credit Agreement and the other documents relating to the Senior Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to clause (c) of the definition of “Permitted Debt;”

(2) the Indenture, the Notes and the Guarantees;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary which was in existence at the time of such acquisition (or at the time it merges, amalgamates or consolidates with or into the Company or any Restricted Subsidiary or is designated a Restricted Subsidiary) or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired or designated; provided that for purposes of this clause (4), if a Person other than the Company or such Restricted Subsidiary is the Successor Company with respect thereto, any Subsidiary of such Person, or any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

(5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;

(6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(7) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;

(8) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business, to the extent such obligations impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(9) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of business to the extent such obligations impose restrictions of the type described in clause (c) above on the property subject to such lease;

(10) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, in the good faith determination of the Company, are necessary or advisable to effect such Qualified Receivables Financing;

(11) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date pursuant to the covenant described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock;” provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined by the Company in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Indenture or the Senior Credit Agreement (as determined by the Company in good faith);

(12) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to the covenants described under “—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and “—Liens” to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness;

(13) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that, individually or in the aggregate, (x) do not detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) do not materially affect the Company’s ability to make future principal or interest payments on the Notes, in each case under this clause (13), as determined by the Company in good faith;

(14) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to the applicable joint venture;

(15) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; and

(16) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such encumbrances and restrictions contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Asset sales

The Indenture provides that the Company will not, and does not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless:

(1) the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value (on the date a legally binding commitment for such Asset Sale was entered into) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; provided, however, that the amount of:

(a) any liabilities (as shown on the Company’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s consolidated balance sheet or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such assets or Equity Interests (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement that releases the Company or such Restricted Subsidiary from such liabilities;

(b) any notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days of the receipt thereof; and

(c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $125.0 million and (y) 1.25% of Consolidated Total Assets, at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured on the date a legally binding commitment for such disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value);

shall each be deemed to be Cash Equivalents for the purposes of this clause (2).

Within 540 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option:

(1) to reduce Obligations under the Senior Credit Agreement and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto;

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(2) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by the Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto;

(3) to reduce Obligations under (x) Pari Passu Indebtedness of the Company or the Guarantors (provided that if the Company or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Company will (A) equally and ratably reduce Obligations under the Notes as provided under “—Optional redemption” or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to no less than 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would be redeemed under clause (A) above) or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Company or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto);

(4) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), assets (other than working capital assets), or property or capital expenditures, in each case used or useful in a Similar Business;

(5) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or

(6) any combination of the foregoing;

provided that (x) the Company and its Restricted Subsidiaries will be deemed to have applied the Net Cash Proceeds pursuant to the provisions described in clauses (4) and (5) of this paragraph if and to the extent that, within 540 days after the receipt of the Net Cash Proceeds of an Asset Sale, the Company or a Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment pursuant to the provision described in clauses (4) and (5) of this paragraph, and that investment is thereafter completed within 720 days following receipt of such Net Cash Proceeds (provided, that if such investment relates to an acquisition by the Company or any of its Restricted Subsidiaries (whether as a result of an Investment, an Asset Swap Transaction or otherwise) and as of the last day of such 540 day period or 720 day period, as applicable (as each such period may be extended pursuant to this proviso), the sole unsatisfied condition precedent to closing such acquisition (other than any condition that by its terms cannot be satisfied prior to the closing date thereof and immaterial conditions relating to the delivery of certificates, legal opinions and other closing documentation) is the issuance by the FCC of a Final Order with respect to such acquisition, each period specified above shall be extended by a further 90 days) and (y) the Company or any Restricted Subsidiary may elect to make an investment pursuant to clause (4) or (5) above prior to receiving Net Cash Proceeds attributable to any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the amount so invested to be applied pursuant to and in accordance with either or both of such clauses with respect to such Asset Sale.

Pending the final application of any such amount of Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by the Indenture. The Indenture provides that any amount of the Net Cash Proceeds from any Asset Sale that is not invested or applied as provided and within the time period set forth in the second paragraph of this covenant will be deemed to constitute “Excess Proceeds;” provided that any amount of proceeds offered to holders pursuant to clause (3)(x) above or pursuant to an Asset

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Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the holders. When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or in the event such Pari Passu Indebtedness was issued with original issue discount, 100.0% of the accreted value thereof), plus accrued and unpaid interest and additional interest, if any (or such lesser price, if any, as may be provided by the terms of such Pari Passu Indebtedness), to (but not including) the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture and the agreement governing such Pari Passu Indebtedness. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $50.0 million by transmitting electronically or by mailing to the Holders the notice required pursuant to the terms of the Indenture, with a copy to the Trustee or otherwise in accordance with the procedures of DTC. The Company may satisfy the foregoing obligations with respect to such Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration of the application period or by electing to make an Asset Sale Offer with respect to such Net Cash Proceeds before the Excess Proceeds exceed $50.0 million.

To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company or its agent shall select such Pari Passu Indebtedness to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Notes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall not be subject to this covenant and shall be permitted to be used for any purpose in the Company’s discretion.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the purchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The provisions under the Indenture relating to the Company’s obligation to make an offer to purchase the Notes as a result of an Asset Sale, including the definition of “Asset Sale,” may be waived or modified at any time (including after Net Cash Proceeds have been received) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

The Senior Credit Agreement prohibits or limits, and future credit agreements or other agreements to which the Company becomes a party may prohibit or limit, the Company from purchasing any Notes pursuant to this Asset Sale covenant. In the event the Company is prohibited from purchasing the Notes, the Company could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture.

If more Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase will be made in compliance with the requirements of the principal national

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securities exchange, if any, on which such Notes are listed (to the extent the Trustee knows of such listing) or if such Notes are not listed, on a pro rata basis (with adjustments so that only Notes in denominations of the minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased), by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that the selection of Notes for purchase shall not result in a Noteholder with a principal amount of Notes less than the minimum denomination of $2,000. No Note will be repurchased in part if less than the minimum denomination of such Note would be left outstanding.

Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, or sent electronically, at least 10 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address or otherwise in accordance with DTC procedures, except that such notice may be delivered more than 60 days prior to the purchase date if such purchase is delayed because the receipt by the Company of the relevant Net Cash Proceeds has been delayed, in which case the purchase date shall be the date on which the Net Cash Proceeds are received. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

A new Note in principal amount equal to the unpurchased portion of any Note purchased in part will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased.

Transactions with affiliates

The Indenture provides that the Company will not, and does not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or any direct or indirect parent of the Company, approving such Affiliate Transaction, together with an Officer’s Certificate certifying such resolution.

For purposes of the immediately preceding paragraph, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in the immediately preceding paragraph if such Affiliate Transaction is approved by a majority of the Disinterested Directors.

The foregoing provisions do not apply to the following:

(1) (a) transactions between or among the Company and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger, amalgamation or consolidation of the Company and any direct or indirect parent of the Company (each a “Holdings Merger”), provided that such parent entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or another parent of the Company and such merger, amalgamation or consolidation is otherwise in compliance with the terms of the Indenture;

(2) (a) Restricted Payments permitted by the Indenture (including any transaction specifically excluded from the definition of the term “Restricted Payments,” including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusions of such definition) and (b) Permitted Investments;

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(3) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the second preceding paragraph;

(4) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors of the Company or any Subsidiary or any Related License Corporation (or of any direct or indirect parent of the Company) or guarantees in respect thereof for bona fide business purposes or in the ordinary course of business;

(5) any agreement or arrangement as in effect as of the Issue Date or as thereafter amended, supplemented or replaced (to the extent such amendment, supplement or replacement agreement is not materially more disadvantageous to the Holders, in the good faith judgment of the Company, when taken as a whole as compared to the original agreement as in effect on the Issue Date) or any transaction or payments contemplated thereby;

(6) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or similar transactions, arrangements or agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, arrangement or agreement or under any similar transaction, arrangement or agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that the terms of any such existing transaction, arrangement or agreement, together with all amendments thereto, taken as a whole, or new transaction, arrangement or agreement are not otherwise more disadvantageous to the Holders in any material respect, in the good faith judgment of the Company, when taken as a whole as compared with the original transaction, arrangement or agreement as in effect on the Issue Date;

(7) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Company and its Restricted Subsidiaries (as reasonably determined by the Company) or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as reasonably determined by the Company);

(8) any transaction effected as part of a Qualified Receivables Financing;

(9) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company;

(10) any contribution to the capital of the Company (other than Disqualified Stock) or any investments by a direct or indirect parent of the Company in Equity Interests (other than Disqualified Stock) of the Company (and payment of reasonable out-of-pocket expenses Incurred by a direct or indirect parent of the Company in connection therewith);

(11) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that, no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such Person;

(12) transactions between the Company or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because such Person is a director or such Person has a director which is also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company, as the case may be, on any matter involving such other Person;

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(13) the entering into of any tax sharing agreement or arrangement;

(14) transactions to effect the Transactions and the payment of all transaction, underwriting, commitment and other fees and expenses related to the Transactions;

(15) pledges of Equity Interests of Unrestricted Subsidiaries;

(16) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or of a direct or indirect parent of the Company or of a Restricted Subsidiary, as appropriate, in good faith;

(17) (i) any employment, consulting, service or termination agreement, or customary reimbursement and indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with current, former or future officers, directors, employees, managers, consultants and independent contractors of the Company or any of its Subsidiaries or any Related License Corporation (or of any direct or indirect parent of the Company to the extent such agreements or arrangements are in respect of services performed for the Company or any of Subsidiaries or any Related License Corporation), (ii) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of the Company or any of its Subsidiaries or of any direct or indirect parent of the Company or of any Related License Corporation and (iii) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of the Company or any of its Subsidiaries or any direct or indirect parent of the Company or any Related License Corporation (including amounts paid pursuant to any management equity plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, stock option or similar plans and any successor plan thereto and any supplemental executive retirement benefit plans or arrangements), in each case, in the ordinary course of business or as otherwise approved in good faith by the Board of Directors of the Company or of a Restricted Subsidiary or a direct or indirect parent of the Company, as appropriate;

(18) investments by Affiliates in Indebtedness or Equity Interests of the Company or any of its Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by any direct or indirect parent of the Company in connection therewith), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Company or any of its Subsidiaries, to the extent such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(19) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any customary registration rights agreement to which they are a party or become a party in the future;

(20) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;

(21) any lease entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company in the ordinary course of business;

(22) intellectual property licenses in the ordinary course of business;

(23) [intentionally omitted];

(24) any agreements or arrangements entered into in connection with any transaction permitted pursuant to clause (21) of the second paragraph of the covenant described under the heading “—Limitation on restricted payments” or clauses (x) or (y) of the definition of Asset Sale; and

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(25) transactions between the Company or any Restricted Subsidiary and any Related License Corporation consistent with customary industry practices as determined by the Company in good faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement.

Liens

The Indenture provides that the Company will not, and does not permit any Guarantor to, directly or indirectly, create, Incur or suffer to exist any Lien securing Indebtedness (other than Permitted Liens) on any asset or property of the Company or such Guarantor, unless (1) in the case of Liens securing Subordinated Indebtedness, the Notes and any applicable Guarantee are secured by a Lien on such property or assets and the proceeds thereof that is senior in priority to such Liens; or (2) in all other cases, the Notes and the applicable Guarantee are secured by a Lien on such property or assets and the proceeds thereof equally and ratably with or prior to such Liens.

Any Lien which is granted to secure the Notes or such Guarantee under the preceding paragraph shall be automatically and unconditionally released and discharged at the same time as the release of the Lien (other than a release following enforcement of remedies in respect of such Lien or the Obligations secured by such Lien) that gave rise to the obligation to secure the Notes or such Guarantee under the preceding paragraph.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference, the Related Costs Incurred or payable in connection therewith and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Reports and other information

The Indenture provides that so long as any Notes are outstanding notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject (the “Required Filing Dates”); provided that at any time the Company is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will within 15 days of each Required Filing Date provide to the Trustee and, upon request, to Holders a copy of all of the information and reports (without exhibits) it would have been required to file with the SEC pursuant to Section 13(a) or 15(d) if it were so subject.

Delivery of these reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Future guarantors

If, after the Issue Date, (a) any Restricted Subsidiary that is a Domestic Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary)

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that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under the Senior Credit Agreement or guarantees any capital markets Indebtedness of the Company or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Debt”) or (b) the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Restricted Subsidiary, (in the case of clause (a)) within 25 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under the Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary that (in the case of clause (a)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Each Guarantee shall be released upon the terms and in accordance with the provisions of the Indenture described under “—Guarantees.”

Merger, consolidation or sale of all or substantially all assets

The Indenture provides that the Company may not consolidate, merge or amalgamate with or into or wind up into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Person unless:

(1) the Company is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes pursuant to supplemental indentures or other documents or instruments;

(3) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(4) immediately after giving Pro Forma Effect to such transaction and any related transactions, either:

(a) the Company (or, if applicable, the Successor Company) would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Total Net Debt Ratio test set forth in the first paragraph of the covenant described under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” or

(b) the Consolidated Total Net Debt Ratio of the Company (or, if applicable, the Successor Company thereto) would be equal to or less than the Consolidated Total Net Debt Ratio of the Company immediately prior to giving Pro Forma Effect to such transaction and any related transactions;

(5) if the Successor Company is other than the Company, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes; and

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(6) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or disposition complies with the provisions described in this paragraph; provided that (x) in giving such opinion such counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (3) and (4) and as to matters of fact, and (y) no Opinion of Counsel will be required for a transaction described in the second sentence of the immediately following paragraph.

The Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Notes, and the Company will automatically be released and discharged from its obligations under the Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4), (a) the Company may consolidate or amalgamate with, merge into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to any Guarantor, (b) the Company may merge, consolidate or amalgamate with an Affiliate of the Company incorporated or organized solely for the purpose of reincorporating or reorganizing the Company in another state of the United States, the District of Columbia or any territory of the United States to the extent the principal amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by the Indenture), (c) the Company may convert (including by way of merger, consolidation or amalgamation) into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of a jurisdiction in the United States, (d) the Company or Guarantor may change its name and (e) any Restricted Subsidiary may merge, amalgamate or consolidate into the Company.

The Indenture further provides that, subject to certain provisions in the Indenture governing release of a Guarantee upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will not, and the Company will not permit any Guarantor to, consolidate, merge or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless such consolidation, merger, amalgamation, winding up, sale, assignment, transfer, lease, conveyance or other disposition is made in compliance with the covenant described under “—Asset sales” or does not constitute an Asset Sale (other than pursuant to clause (b) of such definition), or unless:

(1) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, amalgamation or winding up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

(2) the Successor Guarantor (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee pursuant to a supplemental indenture or other documents or instruments; and

(3) the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or disposition complies with the provisions described in this paragraph; provided that (x) in giving such opinion such counsel may rely on an Officer’s Certificate as to matters of fact, and (y) no Opinion of Counsel will be required for a transaction described in the second sentence of the immediately following paragraph.

Subject to certain limitations described in the Indenture, the Successor Guarantor will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee, and such Guarantor will automatically be released and discharged from its obligations under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge, consolidate or amalgamate with an Affiliate of the Company incorporated or organized solely for the purpose of reincorporating or reorganizing

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such Guarantor in another state of the United States, the District of Columbia or any territory of the United States, to the extent the principal amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby (unless such increase is permitted by the Indenture), (2) a Guarantor may consolidate, merge or amalgamate with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets to, another Guarantor or the Company, (3) a Guarantor may convert (including by way of merger, consolidation or amalgamation) into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, (4) a Guarantor may change its name and (5) any Restricted Subsidiary may merge, amalgamate or consolidate into any Guarantor, provided, in the case of this clause (5), that the surviving Person is or becomes a Guarantor upon consummation of such merger, amalgamation or consolidation.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Financial Calculations for Limited Condition Acquisitions

The Indenture provides that, in connection with any Limited Condition Acquisition and any related transactions (including any financing thereof), at the Company’s election, (a) compliance with any requirement relating to absence of Default or Event of Default may be determined as of the date a definitive agreement for such Limited Condition Acquisition is entered into (the “effective date”) and not as of any later date as would otherwise be required under the Indenture, and (b) any calculation of the Consolidated Senior Secured Net Debt Ratio, the Consolidated Total Net Debt Ratio, or any amount based on a percentage of Consolidated Total Assets, or any other determination under any basket or ratio under the Indenture, may be made as of such effective date and, to the extent so made, will not be required to be made at any later date as would otherwise be required under the Indenture, giving Pro Forma Effect to such Limited Condition Acquisition and any related transactions (including any Incurrence of Indebtedness and the use of proceeds thereof). The Indenture also provides that, if the Company makes such an election, any subsequent calculation of any such ratio and/or percentage (unless the definitive agreement for such Limited Condition Acquisition expires or is terminated without its consummation) shall be calculated on an equivalent Pro Forma Basis. As used herein, the term “Limited Condition Acquisition” means any acquisition by one or more of the Company and its Restricted Subsidiaries of any assets, business or Person or any other Investment permitted by the Indenture whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

Defaults

An Event of Default is defined in the Indenture as:

(1) a default in any payment of interest on any Note when due continued for 30 days,

(2) a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon acceleration or otherwise,

(3) the failure by the Company or any of its Restricted Subsidiaries to comply for 60 days after receipt of written notice referred to below with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) or (2) above) contained in the Notes or the Indenture; provided that in

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the case of a failure to comply with the Indenture provisions described under “—Certain covenants—Reports and other information,” such period of continuance of such default or breach shall be 180 days after written notice described in this clause (3) has been given,

(4) the failure by the Company or any Restricted Subsidiary to pay the principal amount of any Indebtedness for borrowed money (other than Indebtedness for borrowed money owing to the Company or a Restricted Subsidiary of the Company) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid at final maturity or accelerated exceeds $100.0 million or its foreign currency equivalent,

(5) certain events of bankruptcy or insolvency of the Company or a Significant Subsidiary (the “bankruptcy provisions”),

(6) failure by the Company or any Significant Subsidiary to pay final and non-appealable judgments aggregating in excess of $100.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent insurance companies), which judgments are not discharged, waived or stayed for a period of 60 days after such judgment becomes final and, in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”), or

(7) the Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms thereof or of the Indenture), or any Guarantor that is a Significant Subsidiary denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination or discharge of the Indenture or the release of any such Guarantee in accordance with the Indenture, and such Default continues for 10 days.

The foregoing constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

However, a default under clause (3) of the first paragraph above will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (which contain such defaults) notify in writing the Company of the default and such default is not cured within the times specified in clause (3) of the first paragraph above after receipt of such notice.

The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless a written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any Holder of Notes.

If an Event of Default (other than a Default relating to certain events of bankruptcy or insolvency of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes (which contain such defaults) by written notice to the Company may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy or insolvency of the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of outstanding Notes (which contain such defaults) may rescind any such acceleration with respect to the Notes and its consequences.

The Holders of a majority in aggregate principal amount of the then outstanding Notes (which contain such defaults) by notice to the Trustee may, on behalf of the Holders of all of the Notes (which contain such defaults), waive, rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences

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under the Indenture if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the applicable Notes (other than such nonpayment of principal or interest that has become due as a result of such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

In the event of any Event of Default specified in clause (4) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to 20 days after such Event of Default arose, the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has otherwise been cured.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have provided the Trustee with indemnity or security satisfactory to it against any loss, liability or expense. Except to institute suit for the enforcement of payment of principal and interest on any Note of such Holder or after the respective Stated Maturity for such principal or interest payment dates for such interest expressed in such Note, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder (which holds Notes containing such default) has previously given the Trustee written notice that an Event of Default is continuing,

(2) Holders of at least 25% of the aggregate principal amount of the outstanding Notes (which contain such defaults) have requested in writing the Trustee to pursue the remedy,

(3) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it in respect of any loss, liability or expense,

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity, and

(5) the Holders of a majority in principal amount of the outstanding Notes (which contain such default) have not given the Trustee a written direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in principal amount of outstanding Notes (which contain the applicable default) are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to security or indemnification satisfactory to it in its sole discretion against all losses, liabilities and expenses that may be caused by taking or not taking such action.

The Indenture provides that if a Default occurs and is continuing and a Responsible Officer of the Trustee has received written notice thereof, the Trustee must deliver to each Holder notice of the Default within 90 days after it is known to the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold notice if and to the extent a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Holders. In addition, the Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the Issue Date, a certificate regarding compliance with the Indenture. Upon any Officer of the Company becoming aware of any Default or Event of Default, the Company also is required to deliver to the Trustee, within 30 days after such Officer becoming aware of such Default or Event of Default, an Officer’s

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Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Amendments and waivers

Subject to certain exceptions, the Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and any existing or past Default or compliance with any provisions of such documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, in each case, other than Notes beneficially owned by the Company or its Affiliates (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under the Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required. However, without the consent of each Holder of an outstanding Note of any series affected (including, for the avoidance of doubt, any Notes held by Affiliates), no amendment, supplement or waiver pursuant to the Indenture may:

(1) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver,

(2) reduce the rate of or extend the time for payment of interest on any Note,

(3) reduce the principal of or change the Stated Maturity of any Note,

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration,

(5) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “—Optional redemption,”

(6) make any Note payable in money other than that stated in such Note,

(7) modify the legal right of any Holder of any Note to receive payment of principal of and interest on such Note on or after the respective Stated Maturity for such principal or interest payment dates for such interest expressed in such Note, or to institute suit for the enforcement of any such payment on or after such respective Stated Maturity or interest payment dates, or

(8) make any change in the amendment or waiver provisions of the Indenture that require each Holder’s consent, as described in clauses (1) through (7) of this sentence.

Without the consent of any Holder, the Company, any Guarantor (with respect to its Guarantee of the Notes) and the Trustee may amend or supplement the Indenture, the Notes and the Guarantees:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency,

(2) to conform the text of the Indenture (including any supplemental indenture or other instrument pursuant to which Notes are issued), the Guarantees or the Notes (including any Additional Notes) to this “Description of Notes” or, with respect to any Additional Notes and any supplemental indenture or other instrument pursuant to which such Additional Notes are issued, to the “Description of Notes” relating to the issuance of such Additional Notes solely to the extent that such “Description of Notes”

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provides for terms of such Additional Notes that differ from the terms of the initial Notes, as contemplated by “—General” above,

(3) to comply with the covenant described under “—Certain covenants—mergers, consolidation or sales of all or substantially all assets,”

(4) to provide for the assumption by a successor Person of the obligations of the Company or any Guarantor under the Indenture and the Notes or Guarantee, as the case may be,

(5) to provide for uncertificated Notes in addition to or in place of certificated Notes,

(6) to add Guarantees with respect to the Notes,

(7) to secure the Notes,

(8) to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under the Indenture or the Notes,

(9) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor,

(10) to make any change that does not adversely affect the rights of any Holder in any material respect,

(11) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA,

(12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes,

(13) to evidence and provide for the acceptance of appointment by a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of the Indenture, or

(14) to provide for or confirm the issuance of Additional Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

No personal liability of directors, officers, employees and stockholders

No manager, managing director, director, officer, employee, incorporator or holder of any equity interests in the Company, any Subsidiary, any direct or indirect parent of the Company or any Related License Corporation, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes or the Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Transfer and exchange

A Noteholder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate endorsements or transfer documents and the Company may require a Noteholder to pay any taxes required by law or permitted by the Indenture. The registrar will not be required to transfer or exchange any Note selected for redemption (except in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to

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transfer or exchange any Note for a period of 15 days prior to a selection of Notes to be redeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. The Notes are issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes.

Satisfaction and discharge

The Indenture and all the Notes will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in the Indenture) when:

(1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable), redemption or their Stated Maturity, as the case may be;

(2) the Company and/or the Guarantors have paid all other sums payable under the Indenture; and

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1) and (2)).

Defeasance

The Company at any time may terminate all of its obligations under the Notes and the Indenture and have each Guarantor’s obligation discharged with respect to its Guarantee (“legal defeasance”) and cure all then-existing Events of Default, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. The Company at any time may terminate its obligations and those of each Guarantor under certain covenants that are described in the Indenture, including the covenants described under “—Certain covenants,” the operation of the cross acceleration provision, the bankruptcy provisions with respect to Significant Subsidiaries, the judgment default provision described under “—Defaults” and the undertakings and covenants contained under “—Change of control triggering event” and “—Certain covenants—Merger, consolidation or sale of all or substantially all assets” (other than clauses (1) and (2) of the first paragraph thereof) (“covenant defeasance”). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (3) (with respect to any Default by the Company or any of its Restricted Subsidiaries with any of its obligations under the covenants described under “—Certain covenants”), (4), (5) (with respect only to Significant Subsidiaries), (6) or (7) under “—Defaults.”

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In order to exercise either defeasance option, the Company must irrevocably deposit or cause to be deposited in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations (sufficient in the opinion of a nationally-recognized certified public accounting firm) for the payment of principal, premium (if any) and interest on the applicable issue of Notes to redemption or maturity, as the case may be; provided that if such redemption is made pursuant to the provisions described in the second paragraph under “—Optional redemption,” then: (x) the amount of money or U.S. Government Obligations that the Company must irrevocably deposit or cause to be deposited will be determined using an assumed Notes Applicable Premium for the Notes calculated as of the date of such deposit, as calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium for the Notes as determined as of the date of the applicable redemption notice; provided, further, that the Company must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or change in applicable U.S. federal income tax law). Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at their Stated Maturity within the same calendar year or (z) have been called for redemption within the same calendar year.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing; notices personally delivered will be deemed given at the time delivered by hand; notices given by facsimile or email will be deemed given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the earlier of (x) at the opening of business on the next Business Day for the recipient and (y) when receipt is acknowledged by the recipient); and notices given by overnight air courier guaranteeing next day delivery will be deemed given the next Business Day after timely delivery to the courier.

Concerning the trustee

The Bank of New York Mellon Trust Company, N.A. is the Trustee under the Indenture and has been appointed by the Company as registrar and a paying agent with regard to the Notes.

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture provides that it and the Notes and the Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

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Certain definitions

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Company and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” and in each definition embedded therein were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries or Related License Corporations), all as determined on a consolidated basis for such Pro Forma Entity.

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged, amalgamated or consolidated with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Indebtedness” means, Indebtedness of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger, amalgamation or consolidation of any Person with or into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger, amalgamation or consolidation).

“Affiliate” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person. “Control” (including, with correlative meanings, the terms “Controlling,” “Controlled by” and “under common Control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of the Company or any Restricted Subsidiary or

(2) the issuance or sale of Equity Interests (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “—Certain covenants—Limitations on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

(each of the foregoing referred to in this definition as a “disposition”), in each case, other than:

(a) a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities, or of obsolete, damaged, unnecessary, unsuitable or worn out equipment, or other assets, in the ordinary course of business, or dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Company and its Restricted Subsidiaries (including allowing any registrations or any applications for registration of any intellectual property to lapse or become abandoned);

(b) the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Company or any Guarantor in compliance with the provisions described above under “—Certain covenants—Merger, consolidation or sale of all or substantially all assets” or any disposition that constitutes a Change of Control Triggering Event;

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(c) any Restricted Payment that is permitted to be made, and is made, under the covenant described above under “—Certain covenants—Limitation on restricted payments” (including any transaction specifically excluded from the definition of the term “Restricted Payments,” including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusion of such definition) or any Permitted Investment;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value (on the date a legally binding commitment for such disposition was entered into) of less than $50.0 million;

(e) any transfer or other disposition of property or assets or issuance or sale of Equity Interests by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of the Company;

(f) the creation of any Lien permitted under the Indenture;

(g) any issuance, sale, pledge or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(h) the sale, lease, assignment, license, sublicense or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable to notes receivable or dispositions of accounts receivable in connection with the collection or compromise thereof;

(i) the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business;

(j) a sale or transfer of accounts receivable, or participations therein, and related assets of the type specified in the definition of “Receivables Financing” to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions;

(k) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing;

(l) [intentionally omitted];

(m) (i) non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles and (ii) exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business of the Company and its Restricted Subsidiaries;

(n) the sale in a Sale/Leaseback Transaction of any property acquired after the Issue Date within twelve months of the acquisition of such property;

(o) the surrender or waiver of obligations of trade creditors or customers or other contract rights that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes;

(p) dispositions arising from foreclosures, condemnations, eminent domain, seizure, nationalization or any similar action with respect to assets, dispositions of property subject to casualty events and (except for purposes of calculating Net Cash Proceeds of any Asset Sale under the second and third paragraphs under “—Certain covenants—Asset sales”) dispositions necessary or advisable (as determined by the Company in good faith) in order to consummate any acquisition of any Person, business or assets;

(q) (i) dispositions of Investments (including Equity Interests) in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements and (ii) the transfer for

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fair value of property (including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided that such transfer is permitted under the covenant described under “—Certain covenants—Limitation on restricted payments”;

(r) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(s) [intentionally omitted];

(t) [intentionally omitted];

(u) [intentionally omitted];

(v) (except for purposes of calculating Net Cash Proceeds of any Asset Sale under the second and third paragraphs under “—Certain covenants—Asset sales”) dispositions necessary or advisable (as determined by the Company in good faith) in order to comply with orders from or rules and regulations promulgated by the FCC from time to time;

(x) dispositions of Excluded Disposition Assets or the Equity Interests of an Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction; and

(y) other dispositions of Excluded Disposition Assets or the Equity Interests of any Excluded Disposition Subsidiary; provided that immediately after giving Pro Forma Effect to such disposition (or, as of the date a legally binding commitment for such Disposition is entered into), either (x) the Consolidated Total Net Debt Ratio shall be less than or equal to 6.75 to 1.00 or (y) the Consolidated Total Net Debt Ratio is less than or equal to the Consolidated Total Net Debt Ratio immediately prior to giving Pro Forma Effect to such disposition.

For the avoidance of doubt, the unwinding of Swap Contracts shall not be deemed to constitute an Asset Sale.

“Bankruptcy Proceedings” means the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware pursuant to which the Company and certain of its Subsidiaries were debtors.

“Board of Directors” means as to any Person, the board of directors or managers, sole member or managing member, or other governing body, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof.

“Broadcast Property” means each of (a) a Broadcast Station and (b) a Person that owns a Broadcast Station.

“Broadcast Station” means all or substantially all the assets used and useful for operating a full service commercial television, AM or FM broadcast station pursuant to a Station License, including the rights to use such Station License.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or, with respect to any payments to be made under the Indenture, the place of payment.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

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(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock).

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“CareerBuilder” means CareerBuilder, LLC, and any successor in interest thereto.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Company or any Guarantor and designated as a “Cash Contribution Amount” as described in the definition of “Contribution Indebtedness.”

“Cash Equivalents” means:

(1) U.S. Dollars, Canadian Dollars, Japanese yen, pounds sterling, euros or the national currency of any participating member state of the European Union and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary in the ordinary course of business;

(2) securities issued or directly guaranteed or insured by the government of the United States or any country that is a member of the European Union or any agency or instrumentality thereof in each case with maturities not exceeding two years from the date of acquisition;

(3) money market deposits, certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding two years, and overnight bank deposits, in each case with any lender under the Senior Credit Agreement or any other commercial bank having capital and surplus in excess of $250.0 million in the case of domestic banks or $100.0 million (or the dollar equivalent thereof) in the case of foreign banks;

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with any financial institution meeting the qualifications specified in clause (3) above or securities dealers of recognized national standing;

(5) commercial paper or variable or fixed rate notes issued by a corporation or other Person (other than an Affiliate of the Company) rated at least “P-2” or “A-2” or the equivalent thereof by either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within two years after the date of acquisition, and commercial paper or variable or fixed rate notes issued by or guaranteed by any lender under the Senior Credit Agreement or any bank holding company owning any such lender;

(6) readily marketable direct obligations issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition;

(7) Indebtedness issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from the date of acquisition, and securities of marketable short-term money market and similar highly liquid funds having assets in excess of $250.0 million;

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(8) investment funds investing at least 95% of their assets in investments of the types described in clauses (1) through (7) above and (9) and (10) below;

(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency); and

(10) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, other investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (9) customarily utilized in the countries where such Foreign Subsidiary is located or in which such investment is made.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following (a) treasury services, (b) credit card, debit card, merchant card, purchasing card or stored value card services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash management services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other banking products or services as may be requested by the Company or any Restricted Subsidiary (other than letters of credit and other than loans and advances except indebtedness arising from services described in clauses (a) through (c) of this definition).

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Communications Laws” means the Communications Act of 1934, as amended, and the requests, rules, regulations, policies, guidelines or directives thereunder or issued in connection therewith and any other laws, rules, regulations, policies, guidelines or directives administered, enacted or issued by the FCC, as applicable, regulating the business of the Company and its Subsidiaries.

“Company” means Tribune Media Company, and any successor in interest thereto.

“Consolidated EBITDA” means for any period:

(a) Consolidated Net Income for such period; plus

(b) without duplication, the sum of the following items (to the extent deducted in the computation of Consolidated Net Income for such period or, in the case of amounts pursuant to clauses (vi), (xv), (xviii), (xix), (xx) or (xxi) below, to the extent not included in Consolidated Net Income):

(i) depreciation expense,

(ii) amortization (including amortization of intangible assets and properties),

(iii) Consolidated Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, any losses on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of (A) interest income (other than income attributable to leases) and (B) gains on such Swap Obligations or derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities,

(iv) provision for all taxes (whether paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any),

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(v) any extraordinary losses,

(vi) any cash dividends or distributions actually received from any Person accounted for by the Company or any of its Subsidiaries on the equity or cost method (it being understood that distributions received by the Company or any of its Subsidiaries from Television Food Network in respect of any quarterly period shall be deemed received during the immediately subsequent quarterly period (even if actually received after the last day of such subsequent quarterly period)),

(vii) Non-Cash Charges,

(viii) pension expense for single-employer qualified defined benefit pension plans sponsored by the Company determined in accordance with GAAP,

(ix) [Reserved],

(x) unusual or non-recurring charges (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), severance costs, relocation costs, integration and facilities’ opening costs, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, costs associated with tax projects/audits and costs consisting of professional, consulting or other fees relating to any of the foregoing,

(xi) any fees and costs associated with the Bankruptcy Proceedings Incurred by the Company and its Restricted Subsidiaries,

(xii) actual net losses resulting from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(xiii) any fees, expenses or charges (other than depreciation or amortization expense as described in the preceding clauses (i) and (ii)) related to any completed or proposed issuance of Equity Interests, investment, acquisition, disposition or recapitalization permitted hereunder or the Incurrence, modification or repayment of Indebtedness permitted to be Incurred by the Indenture (including a Refinancing thereof) (in each case, including any such transaction consummated prior to the Issue Date and whether or not any such transactions is successful), including such fees, expenses or charges related to the Notes and any amendment or other modification of the Notes or other Indebtedness,

(xiv) business optimization expenses, special items, acquisition and disposition-related expenses and other restructuring charges, accruals or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, plant closure, facility consolidations, retention, severance, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge or reserve, an Officer’s Certificate shall have been delivered to the Trustee specifying and quantifying such expense, charge or reserve,

(xv) the amount of “run rate” cost savings, operating expense reductions, special items and other operating improvements and synergies reasonably projected by the Company in good faith to be realized in connection with the Local TV Transactions, the Publishing Spin or the implementation of an operational initiative (including the termination, abandonment or discontinuance of operations and product lines or in connection with an acquisition or disposition) after the Issue Date (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed Officer’s Certificate shall be delivered to the Trustee, certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably identifiable and factually supportable in the reasonable good faith judgment of the Company, and

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(y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Local TV Transactions, 24 months after December 27, 2013, (II) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Publishing Spin, 24 months after August 4, 2014 and (III) in all other cases, 24 months after the implementation of the operational initiative, which is expected to result in such cost savings, operating expense reductions, other operating improvements or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xv) to the extent duplicative of any expenses or charges otherwise added back to Consolidated EBITDA, whether through a Pro Forma Adjustment or otherwise, for such period and (C) the aggregate amount of “run rate” cost savings, operating expense reductions, special items and other operating improvements and synergies included in Consolidated EBITDA pursuant to this paragraph (xv) during any period shall not exceed 20% of Consolidated EBITDA for such period, calculated after giving effect to any adjustment pursuant to this paragraph (xv),

(xvi) any non-cash loss attributable to the mark-to-market movement in the valuation of Swap Obligations (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(xvii) any loss for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative instruments,

(xviii) any gain relating to Swap Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA in such period pursuant to clause (c)(vi) below,

(xix) cash receipts in such period (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back,

(xx) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture, to the extent actually reimbursed, or, so long as the Company has received notification from the applicable carrier that it intends to indemnify or reimburse such expenses, charges or losses and that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), such expenses, charges or losses,

(xxi) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty event or business interruption, and

(xxii) all fees, costs and expenses Incurred in connection with the Local TV Transaction, the Publishing Spin and the Transactions,

less

(c) without duplication, the sum of the following items (to the extent included in the computation of Consolidated Net Income for such period):

(i) any extraordinary, unusual or non-recurring gains,

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(ii) whether or not recurring, non-cash credits and gains resulting from non-operating items (excluding any such non-cash amount in respect of which cash or other assets were received in a prior period or will be received in a future period or which represents the reversal of an accrual or cash reserve for anticipated cash charges in any prior period);

(iii) the income (or deficit) of any Person accounted for by the Company or any of its Subsidiaries on the equity or cost method,

(iv) cash contributions, required to be contributed to the pension per applicable legislation, including, but not limited to the Pension Protection Act of 2006, the Pension Relief Act of 2010, and the Moving Ahead for Progress in the 21st Century Act of 2012, to single-employer qualified defined benefit pension plans sponsored by the Company,

(v) actual net gains resulting from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(vi) any non-cash gain attributable to the mark-to-market movement in the valuation of Swap Obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(vii) any income for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative instruments, and

(viii) any loss relating to Swap Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (b)(xvi) above,

in each case, as determined on a consolidated basis for the Company and its Restricted Subsidiaries; provided that,

(i) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA, without duplication, any net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830,

(ii) except for purposes of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph under “—Certain covenants—Limitations on restricted payments,” there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company, any Restricted Subsidiary of the Company or any Related License Corporation during such period (other than any Unrestricted Subsidiary or an acquisition by a Related License Corporation from the Company or a Restricted Subsidiary) to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Issue Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion), and

(iii) except for purposes of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph under “—Certain covenants—Limitations on restricted payments,”

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there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of (other than to a Related License Corporation), closed or classified as discontinued operations (but if operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Company, any Restricted Subsidiary of the Company or any Related License Corporation during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary of the Borrower that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

“Consolidated Interest Expense” means for any period, the amount of interest expense, both expensed and capitalized (including the interest component attributable to Capitalized Lease Obligations), of the Company and its Restricted Subsidiaries for such period on the aggregate principal amount of their Indebtedness determined on a consolidated basis in accordance with GAAP, after giving effect to any payments, if any, made (less any payments, if any, received) pursuant to obligations under Swap Contracts with respect to such Indebtedness but excluding non-cash deferred financing costs (other than for purposes of the definition of the term “Consolidated EBITDA”).

“Consolidated Net Income” means for any period, the consolidated net income (or loss) of the Company and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (to the extent otherwise included therein), without duplication, (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries, (b) solely for purposes of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph under “—Certain covenants—Limitations on restricted payments,” the undistributed earnings of any Restricted Subsidiary (other than a Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any contractual obligation (other than (x) restrictions that have been waived or otherwise released and (y) restrictions under the Notes or the Indenture) or applicable law with respect to such Restricted Subsidiary, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) accruals and reserves that are established or adjusted as a result of the Local TV Transactions in accordance with GAAP or changes as a result of the adoption or modification of accounting policies during such period and (e) solely for purposes of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph under “—Certain covenants—Limitations on restricted payments,” the income of any Related License Corporation except to the extent of payments actually received by the Company or its Restricted Subsidiaries from such Related License Corporation in respect of such period. It being understood that (x) except to the extent otherwise provided in the preceding sentence of this definition of “Consolidated Net Income,” the consolidated net income (loss) of the Company and its Restricted Subsidiaries shall include each variable interest entity (including, without limitation, any Related License Corporation to the extent applicable) that the Company would otherwise be required to consolidate under GAAP and (y) financial information and data (including calculations) for periods ending on or prior to December 30, 2012 will not be required to give effect to “fresh-start reporting” under Financial Accounting Standards Board Accounting Standards Codification Topic 852 (or other similar or related accounting principles within GAAP).

“Consolidated Senior Secured Net Debt” means, as of any date of determination, (a) an amount equal to the sum of, without duplication, Consolidated Total Net Debt (without regard to clause (b) of the definition thereof) and any Ratio Tested Committed Amount initially established on such date as of such date that, in each case, is

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either (x) secured by a Lien (other than Liens consisting of property or assets held in defeasance or deposited in trust for redemption, repayment, retirement, satisfaction, discharge or defeasance or similar arrangement for the benefit of the indebtedness secured thereby) as of such date or (y) solely for purposes of calculating the amount of Indebtedness that can be Incurred pursuant to clause (a)(II) of the definition of “Permitted Debt” as of such date, Incurred pursuant to clause (a)(II) of the definition of “Permitted Debt”, minus (b) the aggregate amount of Unrestricted Cash as of such date.

“Consolidated Senior Secured Net Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Senior Secured Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the most recently ended eight full fiscal quarters of the Company for which internal financial statements are available immediately preceding such date, divided by (ii) two; provided that, for purposes of the foregoing calculation, (A) in the event that the Company shall classify Indebtedness that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as Incurred in part pursuant to clause (a)(II) of the definition of “Permitted Debt” and in part pursuant to one or more other clauses (or subclauses) of the definition of “Permitted Debt” and/or pursuant to the first paragraph of the covenant described under the heading “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” (other than any such Indebtedness Incurred pursuant to clause (d)(x) of the definition of “Permitted Debt” or secured in part pursuant to clause (24) of the definition of “Permitted Liens”) (as provided in clauses (w) and (x) of third paragraph of such covenant), Consolidated Secured Net Debt shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge (collectively, the “Discharge”) of Consolidated Secured Net Debt from the proceeds thereof) to the extent Incurred pursuant to any such other clause (or subclause) of the definition of “Permitted Debt” and/or pursuant to the first paragraph of such covenant (other than any such Indebtedness Incurred pursuant to clause (d)(x) of the definition of “Permitted Debt” or secured in part pursuant to clause (24) of the definition of “Permitted Liens”), (B) in the event that the Company shall classify Indebtedness that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as Incurred in part pursuant to clause (d)(x) of the definition of “Permitted Debt” and in part pursuant to one or more other clauses (or subclauses) of the definition of “Permitted Debt” and/or pursuant to the first paragraph of such covenant (other than any such Indebtedness Incurred pursuant to clause (a)(II) of the definition of “Permitted Debt” or secured in part pursuant to clause (24) of the definition of “Permitted Liens”) (as provided in clause (w) and (x) of the third paragraph of such covenant), any calculation of Consolidated Secured Debt for purposes of this definition shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated Secured Net Debt from the proceeds thereof) to the extent secured pursuant to any such other clause (or subclause) of such definition and/or pursuant to the first paragraph of such covenant (other than any such Indebtedness Incurred pursuant to clause (a)(II) of the definition of “Permitted Debt” or secured in part pursuant to clause (24) of the definition of “Permitted Liens”) and (c) in the event that the Company shall classify Indebtedness that is secured by Liens on property or assets of the Company and its Restricted Subsidiaries Incurred on the date of determination as secured in part pursuant to clause (24) of the definition of “Permitted Liens” and in part pursuant to one or more other clauses of the definition of “Permitted Liens (other than clause (6) in respect of Indebtedness Incurred pursuant to clauses (a)(II) or (d)(x) of the definition of “Permitted Debt”) (as provided in clause (w) of the final paragraph of such definition), any calculation of Consolidated Secured Debt for purposes of this definition shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated Secured Net Debt from the proceeds thereof) to the extent secured pursuant to any other clause of such definition (other than clause (6) in respect of Indebtedness Incurred pursuant to clauses (a)(II) or (d)(x) of the definition of “Permitted Debt”).

“Consolidated Total Assets” means, as of any date of determination, the total assets, in each case reflected on the consolidated balance sheet of the Company as at the end of the most recently ended fiscal quarter of the Company for which a balance sheet is available, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a Pro Forma Basis including any property or assets being acquired in connection therewith).

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“Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with any acquisition or similar Investment), consisting of Indebtedness for borrowed money, obligations in respect of all drawn and unreimbursed letters of credit, Capitalized Lease Obligations, purchase money Indebtedness, Related License Guarantees and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of Unrestricted Cash as of such date.

“Consolidated Total Net Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the most recently ended eight full fiscal quarters of the Company for which internal financial statements are available immediately preceding such date, divided by (ii) two; provided that, for purposes of the foregoing calculation, in the event that the Company shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to first paragraph of the covenant described under “—Certain Covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and in part pursuant to one or more clauses of the definition of “Permitted Debt” (other than clause (o)(2) of such definition) (as provided in clauses (w) and (x) of the third paragraph of such covenant), Consolidated Total Net Debt shall not include any such Indebtedness Incurred pursuant to one or more such clauses of the definition of “Permitted Debt” (other than clause (o)(2) of such definition), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such Indebtedness being disregarded for purposes of the calculation of the Consolidated Total Net Debt Ratio that otherwise would be included in Consolidated Total Net Debt.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Contribution Indebtedness” means Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company or any Restricted Subsidiary (other than, in the case of such Restricted Subsidiary, contributions by the Company or any other Restricted Subsidiary to its capital) after the Issue Date and designated as a Cash Contribution Amount hereunder, provided that such Contribution Indebtedness (a) is Incurred within 210 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“Credit Agreement” means (i) the Senior Credit Agreement and (ii) whether or not the Senior Credit Agreement remains outstanding, if designated by the Company to be included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt

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financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased (provided that such increase in borrowings is permitted by the covenant described in “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”), replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of lenders or investors.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Non-cash Consideration” means non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Excluded Equity), that is issued after the Issue Date for cash and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof, the cash proceeds of which are contributed to the capital of the Company (if issued by any direct or indirect parent of the Company) and excluded from the calculation set forth in clause (c) of the first paragraph of the covenant described under “—Certain covenants—Limitation on restricted payments.”

“Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a direct or indirect parent of the Company, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any direct or indirect parent of the Company or any options, warrants or other rights in respect of such Capital Stock.

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Company and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Notes (including the purchase of any Notes tendered pursuant thereto)),

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3) is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to the date that is 91 days after the earlier of the maturity date of the Notes and the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock that so matures or is

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mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees, officers, directors, managers, consultants or independent contractors of the Company or its Subsidiaries or a direct or indirect parent of the Company or any Related License Corporation or by any such plan to such employees, officers, directors, managers, consultants or independent contractors such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries or a direct or indirect parent of the Company or any Related License Corporation in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, officer’s, director’s, manager’s, consultant’s or independent contractor’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means any Subsidiary of the Company that is not (a) a Foreign Subsidiary or (b) a FSHCO.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any Capital Stock that arises only by reason of the happening of a contingency or any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale after the Issue Date of capital stock or Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than:

(1) public offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8;

(2) issuances to any Subsidiary of the Company; and

(3) any such public or private sale that constitutes an Excluded Contribution or Refunding Capital Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means the Net Cash Proceeds and Cash Equivalents, or the Fair Market Value of other assets, received by the Company after the Issue Date from:

(1) contributions to its common equity capital, and

(2) the sale of Capital Stock (other than Excluded Equity) of the Company,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by an Officer of the Company, the proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of “—Certain covenants—Limitation on restricted payments.”

“Excluded Disposition Assets” means (i) the Equity Interest of and related contractual and other rights in and to CareerBuilder and its assets, including its Subsidiaries, (ii) real property, (iii) any Real Estate Holdco (other than to the extent of any cash or Cash Equivalents held by such Person), (iv) if after giving Pro Forma Effect to the disposition thereof and the use of proceeds in connection therewith, without netting any cash proceeds of such disposition not actually used to prepay, repay, repurchase or redeem any Indebtedness, the Consolidated Total Net Debt Ratio is less than or equal to 5.00 to 1.00, Television Food Network and (v) any property or assets (other than cash) received by the Company or any of its Restricted Subsidiaries in respect of a substantially concurrent sale and purchase or exchange of any of the assets identified in clauses (i) through (iv) of this definition of “Excluded Disposition Assets” pursuant to clauses (x) or (y) of the definition of Asset Sale.

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“Excluded Disposition Credit” means, as of any date of determination, an amount equal to, (A) the cumulative Net Cash Proceeds of dispositions pursuant to clauses (x) and (y) of the definition of Asset Sale through and including such date, minus (B) the amount of Restricted Payments (including loans and advances) outstanding pursuant to clause (22) of the second paragraph of the covenant described under “—Certain covenants—Limitation on restricted payments” as of the date of determination and prior to any utilization pursuant to such clause on such date.

“Excluded Disposition Subsidiary” means any Person that has no material assets other than Excluded Disposition Assets.

“Excluded Equity” means (i) Disqualified Stock, (ii) any Equity Interests issued or sold to a Restricted Subsidiary of the Company or any employee stock ownership plan or trust established by the Company or any of its Subsidiaries or a direct or indirect parent of the Company or a Related License Corporation (to the extent such employee stock ownership plan or trust has been funded by the Company or any Restricted Subsidiary or a direct or indirect parent of the Company or a Related License Corporation), and (iii) any Equity Interest that has already been used or designated (x) as (or the proceeds of which have been used or designated as) a Cash Contribution Amount, Designated Preferred Stock, Excluded Contribution or Refunding Capital Stock, or (y) to increase the amount available under clause (4)(a) of the second paragraph under “—Certain covenants—Limitation on restricted payments” or clause (14) of the definition of “Permitted Investments” or is proceeds of Indebtedness referred to in clause (13)(b) of the second paragraph under “—Certain covenants—Limitation on restricted payments.”

“Existing Joint Venture Interests” means the capital stock of and related contractual and other rights in and to any joint venture (other than (i) Tribune CNLBC, LLC (and any successor in interest thereto), Tribune Sports Network Holdings, LLC (and any successor in interest thereto), Tribune DQ, LLC (and any successor in interest thereto), Tribune DB, LLC (and any successor in interest thereto) and Tribune WFPT, LLC (and any successor in interest thereto), in each case for so long as such entity directly or indirectly owns capital stock in the Chicago Cubs Major League Baseball franchise (or, in the case of Tribune DB, LLC, is a Subsidiary of any such entity), and (ii) Tribune ND, LLC (and any successor in interest thereto) and NBBF, LLC (and any successor in interest thereto), so long as either of them directly owns capital stock in Newsday Holdings, LLC and solely to the extent that, for each of the entities specified in clauses (i) and (ii), such entity acquires no other material property or other assets after the date hereof) owned by the Company and its Restricted Subsidiaries as of the Issue Date.

“Fair Market Value” means, with respect to any asset or property on any date of determination, the value of the consideration obtainable in a sale of such asset or property in an arm’s-length transaction between a willing seller and a willing buyer (as determined in good faith by the senior management or the Board of Directors of the Company or any direct or indirect parent of the Company, whose determination will be conclusive for all purposes under the Indenture and the Notes).

“FASB ASC” means the Accounting Standard Codifications as promulgated by the Financial Accounting Standards Board, including any renumbering of such standards or any successor or replacement section or sections promulgated by the Financial Accounting Standards Board.

“FCC” means the Federal Communications Commission or any governmental authority substituted therefor.

“Final Order” shall mean that action shall have been taken by the FCC (including action duly taken by the FCC’s staff, pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing or reconsideration, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or otherwise terminated.

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“Fixed GAAP Date” means December 27, 2013, provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

“Fixed GAAP Terms” means (a) the definitions of the terms “Acquired EBITDA,” “Capitalized Lease Obligation,” “Consolidated EBITDA,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Senior Secured Net Debt,” “Consolidated Senior Secured Net Debt Ratio,” “Consolidated Total Assets,” “Consolidated Total Net Debt,” “Consolidated Total Net Debt Ratio,” “Indebtedness,” and “Disposed EBITDA,” (b) all defined terms in the Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of the Indenture or the Notes that, at the Company’s election, may be specified by the Company by written notice to the Trustee from time to time; provided that the Company may elect to remove any term from constituting a Fixed GAAP Term.

“Foreign Subsidiary” means any Subsidiary of the Company which is (a)(i) not organized under the laws of the United States or any state thereof or the District of Columbia or (ii) a FSHCO or (b) any subsidiary of a Person described in clause (a) of this definition.

“FSHCO” means any Subsidiary (i) that is organized under the laws of the United States, any state thereof or the District of Columbia and (ii) substantially all of the assets of which constitute the equity and/or indebtedness of Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash and Cash Equivalents) incidental thereto.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of the Indenture), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession (but excluding the policies, rules and regulations of the SEC applicable only to public companies); provided that the Company may at any time elect by written notice to the Trustee to so use IFRS in lieu of GAAP for financial reporting purposes and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of the Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity with GAAP.

“guarantee” means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the Obligations of the Company under the Indenture and the Notes by any Restricted Subsidiary of the Company in accordance with the provisions of the Indenture.

“Guarantors” means, collectively, each Subsidiary Guarantor; provided that upon the release or discharge of such Person from its Guarantee in accordance with the Indenture, such Person shall immediately cease to be a Guarantor.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Registrar’s books.

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“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incur” means, with respect to any Indebtedness, Capital Stock or Lien, to issue, assume, enter into any guarantee of, incur or otherwise become liable, for such Indebtedness, Capital Stock or Lien, as applicable; and the terms “Incurs,” “Incurred,” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness, Capital Stock or Lien of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary.

“Indebtedness” means, with respect to any Person, without duplication:

(1) the principal of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except (i) any such balance that constitutes a trade payable, accrued expense or similar obligation to a trade creditor, in each case Incurred in the ordinary course of business and (ii) any earn-out obligation until and unless the payment of which has been determined by such Person in good faith to be probable (in the amount so determined), (d) in respect of Capitalized Lease Obligations, or (e) representing any Swap Contracts, in each case, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Swap Contracts) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any guarantee by such Person of the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person.

The term “Indebtedness” shall not include any lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP as in effect on the Issue Date, any prepayments or deposits received from clients or customers in the ordinary course of business or consistent with past practices, or obligations under any license, permit or other approval (or guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business or consistent with past practices.

Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:

(i) Contingent Obligations Incurred in the ordinary course of business or consistent with past practices;

(ii) obligations under or in respect of Receivables Financings;

(iii) prepaid or deferred revenue arising in the ordinary course of business;

(iv) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;

(v) any obligations in respect of workers’ compensation claims, early retirement or termination obligations, deferred compensatory or employee or director equity plans pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage taxes; or

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(vi) Capital Stock (other than Disqualified Stock and Preferred Stock).

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Deutsche Bank Securities Inc. and Citigroup Global Markets Inc.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents),

(2) securities that have an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,

(3) investments in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above and clause (4) below which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of (a) loans (including guarantees of Indebtedness), (b) advances or capital contributions (excluding accounts receivable, trade credit and advances or other payments made to customers, dealers, suppliers and distributors and payroll, commission, travel and similar advances to officers, directors, managers, employees, consultants and independent contractors made in the ordinary course of business), and (c) purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary retained. In no event shall a guarantee of an operating lease of the Company or any Restricted Subsidiary be deemed an Investment. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain covenants—Limitation on restricted payments”:

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

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The amount of any Investment outstanding at any time (including for purposes of calculating the amount of any Investment outstanding at any time under any provision of the covenant described under “—Certain covenants—Limitation on restricted payments”, and otherwise determining compliance with such covenant) shall be the original cost of such Investment (determined, in the case of any Investment made with assets of the Company or any Restricted Subsidiary, based on the Fair Market Value of the assets invested and without taking into account subsequent increases or decreases in value), reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or a Restricted Subsidiary in respect of such Investment, and in the case of an Investment in any Person, shall be net of any Investment by such Person in the Company or any Restricted Subsidiary.

“Issue Date” means June 24, 2015.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, or any option or other agreement to sell); provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Local TV Transactions” means “Transactions” as defined in the Senior Credit Agreement as in effect on the Issue Date.

“Management Group” means the group consisting of directors, officers and other members of management of the Company or any direct or indirect parent of the Company, as applicable, or its Subsidiaries or any Related License Corporation that have ownership interests in the Company or any direct or indirect parent of the Company or (in each case) family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Company or any direct or indirect parent of the Company.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Cash Proceeds” means the aggregate cash proceeds (using the Fair Market Value of any Cash Equivalents) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Swap Contracts in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to the second paragraph of the covenant described under “—Certain covenants—Asset sales”) to be paid as a result of such transaction, any costs associated with unwinding any related Swap Contracts in connection with such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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“Non-Cash Charges” means, whether or not recurring, (a) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments pursuant to GAAP, (b) all losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) any one-time non-cash impact at the time of applying purchase accounting, (e) the non-cash impact of accounting changes or restatements, including changes in underlying methodologies, and (f) other non-cash charges (provided that, in each case, if any non-cash charge represents an accrual or reserve for any potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary of the Company that is not a Subsidiary Guarantor.

“Notes Applicable Premium” means, with respect to any Note on any applicable redemption date, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, the greater of:

(1) 1.0% of the then outstanding principal amount of such Note; and

(2) the excess, if any, of

(a) the present value at such redemption date calculated as of the date of the applicable redemption notice of (i) the redemption price of such Note at July 15, 2018 (such redemption price being set forth in the applicable table appearing above under the caption “—Optional redemption”) plus (ii) all required interest payments due on the Note through July 15, 2018 (excluding accrued but unpaid interest to (but not including) the redemption date), computed using a discount rate equal to such Notes Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of such Note.

“Notes Treasury Rate” means, as of the applicable redemption date, the weekly average yield to maturity at the time of computation, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 15, 2018; provided, however, that if the period from such redemption date to July 15, 2018 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from July 15, 2018 to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, U.S. federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification in favor of the Trustee and other third parties other than the Holders.

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“Officer” means, with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary (or any person serving the equivalent function of any of the foregoing) of such Person (or of the general partner, managing member or sole member of such Person) or any individual designated as an “Officer” for purposes of the Indenture by the Board of Directors of such Person (or the Board of Directors of the general partner, managing member or sole member of such Person).

“Officer’s Certificate” means a certificate signed on behalf of the Company or any direct or indirect parent of the Company by an Officer of the Company or such parent entity that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary other than Subordinated Indebtedness.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “—Certain covenants—Asset sales.”

“Permitted Disposition Transaction Indebtedness” means an unsecured guarantee of the Company and/or one or more of its Restricted Subsidiaries with respect to Indebtedness Incurred by the acquiror of any property (whether by purchase, through receipt of an Investment or other contribution or otherwise) from the Company or any Restricted Subsidiary in any disposition transaction permitted under the Indenture or Investment permitted under the Indenture, as applicable, which Indebtedness is Incurred in connection with or for the purpose of effecting such applicable disposition (or, to pay a distribution to the Company and/or one or more of its Restricted Subsidiaries substantially concurrently with the Investment or contribution of such property), together with any unsecured guarantee of the Company and/or one or more of its Restricted Subsidiaries with respect to any Refinancings of such Indebtedness or earlier Refinancings of such Indebtedness; provided that the principal amount (or if issued with original issue discount, an aggregate issue price) of such Indebtedness does not exceed the principal amount of the Indebtedness so Refinanced except by an amount equal to Related Costs Incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized and letters of credit undrawn thereunder.

“Permitted Investments” means:

(1) any Investment in cash and Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(2) any Investment in the Company (including the Notes) or any Restricted Subsidiary;

(3) any Investment (x) by the Company or any Restricted Subsidiary of the Company in the Company or any other Restricted Subsidiary of the Company and (y) by the Company or any Restricted Subsidiary in any Related License Corporation made on a basis consistent with customary industry practices as determined by the Company in good faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement;

(4) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is primarily engaged in a Similar Business if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the

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Company (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Restricted Subsidiary or in contemplation of such merger, consolidation, amalgamation, transfer, conveyance or liquidation);

(5) any Investment in securities or other assets received in connection with an Asset Sale made pursuant to the provisions of “—Certain covenants—Asset sales” (including Investments acquired or received in connection with any Permitted Asset Swap) or any other disposition of assets not constituting an Asset Sale;

(6) any Investment (x) existing on the Issue Date, (y) made pursuant to binding commitments in effect on the Issue Date or (z) that replaces, refinances, refunds, renews or extends any Investment described under either of the immediately preceding clauses (x) or (y); provided that any such Investment is in an amount that does not exceed the amount replaced, refinanced, refunded, renewed or extended, except as contemplated pursuant to the terms of such Investment in existence on the Issue Date or as otherwise permitted under this definition or the covenant described under “—Certain Covenants—Limitation on restricted payments”;

(7) loans and advances to, or guarantees of Indebtedness of, employees, directors, officers, managers, consultants or independent contractors in an aggregate amount, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, not to exceed the greater of (x) $15.0 million and (y) 0.15% of Consolidated Total Assets;

(8) loans and advances to officers, directors, employees, managers, consultants and independent contractors for business related travel and entertainment expenses, moving and relocation expenses and other similar expenses, in each case in the ordinary course of business;

(9) any Investment (x) acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or (b) as a result of a foreclosure or other remedial action by the Company or any of its Restricted Subsidiaries with respect to any Investment or other transfer of title with respect to any Investment in default and (y) received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes;

(10) Swap Contracts and Cash Management Services permitted under clause (j) of the definition of Permitted Debt;

(11) any Investment by the Company or any of its Restricted Subsidiaries in a Similar Business in an aggregate amount, taken together with all other Investments made pursuant to this clause (11) that are at the time outstanding, not to exceed the greater of (x) $150.0 million and (y) 1.50% of Consolidated Total Assets; provided, however, that if any Investment pursuant to this clause (11) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall cease to have been made pursuant to this clause (11);

(12) additional Investments by the Company or any of its Restricted Subsidiaries in an aggregate amount, taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding, not to exceed the greater of (x) $325.0 million and (y) 3.05% of Consolidated Total Assets; provided, however, that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall cease to have been made pursuant to this clause (12);

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(13) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the third paragraph of the covenant described under “—Certain covenants—Transactions with affiliates” (except transactions described in clause (2), (3), (4), (11) or (12) of such paragraph);

(14) Investments the payment for which consists of Equity Interests (other than Excluded Equity) of the Company or Equity Interests of any direct or indirect parent of the Company, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph of the covenant described under “—Certain covenants—Limitation on restricted payments”;

(15) Investments consisting of the leasing, licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(16) Investments consisting of purchases or acquisitions of inventory, supplies, materials and equipment or purchases, acquisitions, licenses, sublicenses, leases or subleases of intellectual property, other assets or other rights, in each case in the ordinary course of business;

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness;

(18) Investments of a Restricted Subsidiary of the Company acquired after the Issue Date or of an entity merged or amalgamated into or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by the covenant described under “—Certain covenants—Merger, consolidation or sale of all or substantially all assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(19) repurchases of the Notes;

(20) guarantees of Indebtedness permitted to be Incurred under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock” and Obligations relating to such Indebtedness, and guarantees in the ordinary course of business;

(21) advances, loans or extensions of trade credit in the ordinary course of business by the Company or any of the Restricted Subsidiaries;

(22) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(23) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(24) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Company and its Subsidiaries;

(25) accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case in the ordinary course of business;

(26) Investments acquired as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

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(27) Investments resulting from pledges and deposits that are Permitted Liens;

(28) acquisitions of obligations of one or more directors, officers or other employees or consultants of any direct or indirect parent of the Company, the Company, or any Subsidiary of the Company or any Related License Corporation in connection with such director’s, officer’s, employee’s or consultant’s acquisition of Equity Interests of the Company or any direct or indirect parent of the Company, so long as no cash is actually advanced by the Company or any Restricted Subsidiary to any such director, officer, employee or consultant in connection with the acquisition of any such obligations;

(29) guarantees of operating leases (for the avoidance of doubt, excluding Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

(30) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted by the covenant described under “—Certain covenants—Limitation on restricted payments”;

(31) non-cash Investments made in connection with tax planning and reorganization activities;

(32) Investments in (x) Existing Joint Ventures (other than CareerBuilder and Television Food Network) and (y) other joint ventures of the Company or any of its Restricted Subsidiaries in an aggregate amount, taken together with all other Investments made pursuant to this clause (32)(y) that are at the time outstanding, not to exceed the greater of (i) $325.0 million and (ii) 3.05% of Consolidated Total Assets; provided, however, that if any Investment pursuant to this clause (32)(y) is made in any joint venture that is not a Restricted Subsidiary at the date of the making of such Investment and such joint venture becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (2) above and shall cease to have been made pursuant to this clause (32)(y);

(33) Investments of Excluded Disposition Assets and of the Equity Interests of any Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction; and

(34) other Investments of Excluded Disposition Assets and of the Equity Interest of any Excluded Disposition Subsidiary; provided that immediately after giving Pro Forma Effect to such Investment, either (x) the Consolidated Total Net Debt Ratio shall be less than or equal to 6.75 to1.00 or (y) the Consolidated Total Net Debt Ratio is less than or equal to the Consolidated Total Net Debt Ratio immediately prior to giving Pro Forma Effect to such Investment.

“Permitted Liens” means, with respect to any Person:

(1) Liens Incurred in connection with workers’ compensation laws, unemployment insurance laws or similar legislation, or in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or to secure public or statutory obligations of such Person or to secure surety, stay, customs or appeal bonds to which such Person is a party, or as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, landlords’, materialmen’s, repairmen’s, construction contractors’, mechanics’ or other similar Liens, in each case for sums not yet overdue by more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review (or which, if due and payable, are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, to the extent required by GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization));

(3) Liens for taxes, assessments or other governmental charges or levies (i) which are not yet due or payable or (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained to the extent required by GAAP (or, for Foreign Subsidiaries,

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in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization), or for property taxes on property such Person or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(4) Liens in favor of issuers of performance and surety bonds, bid, indemnity, warranty, release, appeal or similar bonds or with respect to regulatory requirements or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in each case, pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely interfere with the ordinary conduct of the business of such Person;

(6) Liens Incurred to secure Obligations in respect of Indebtedness permitted to be Incurred pursuant to clause (a), (d) or (t) of the definition of “Permitted Debt,” and, solely in respect of Refinancing Indebtedness of Obligations in respect of Indebtedness Incurred (or unutilized commitments in respect of Indebtedness) pursuant to clauses (a)(II), (d)(x) and (d)(z) of the definition of “Permitted Debt” or any successive Refinancing of such Indebtedness, clause (n) of the definition of “Permitted Debt” and, in each case, obligations secured ratably thereunder; provided that, (x) in the case of clause (d), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions, accessions and improvements thereto and any income or profits thereof (collectively, the “Improvements”); and (y) in the case of clause (t), such Lien does not extend to the property or assets (or income or profits therefrom) of any Restricted Subsidiary other than a Non-Guarantor Subsidiary;

(7) Liens of the Company or any of its Restricted Subsidiaries existing on the Issue Date (other than Liens Incurred to secure Indebtedness under the Senior Credit Agreement);

(8) Liens on assets of, or Equity Interests in, a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (8), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

(9) Liens on assets at the time the Company or a Restricted Subsidiary of the Company acquired the assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary of the Company; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, that such Liens are limited to all or part of the same property or assets (plus Improvements on such property or assets) that secured (or, under the written arrangements under which the Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of this clause (9), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of the Company, and any property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

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(10) Liens securing Indebtedness or other obligations of the Company or a Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with the covenant described under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock,” and Liens on property of any Restricted Subsidiary that is a Foreign Subsidiary securing Indebtedness in respect of any Foreign Subsidiary;

(11) Liens securing Swap Contracts Incurred in compliance with the covenant described under the caption “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property;

(14) Liens arising from, or from Uniform Commercial Code financing statement filings regarding, operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Company or any Restricted Subsidiary;

(16) (i) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing and (ii) Liens securing Indebtedness or other obligations of any Receivables Subsidiary;

(17) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations;

(18) Liens on the Equity Interests of Unrestricted Subsidiaries;

(19) grants of intellectual property, software and other technology licenses;

(20) judgment and attachment Liens not giving rise to an Event of Default pursuant to clause (6) of the first paragraph under “—Defaults” and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(22) Liens Incurred to secure Cash Management Services and other “bank products” (including those described in clauses (j) of the definition of “Permitted Debt”);

(23) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (7), (8), (9), (11) and (24) of this definition; provided, however, that (x) such new Lien shall be limited to all or part of the same property or assets that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus Improvements on such property or assets), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9), (11) and (24) of this definition at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay the Related Costs in connection therewith, related to such Refinancing;

(24) Liens securing Acquisition Indebtedness permitted to be Incurred pursuant to the covenant described under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified

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stock and preferred stock”; provided that on the date of the Incurrence of such Indebtedness after giving Pro Forma Effect to such Incurrence (including the use of proceeds thereof) and any related transactions, the Consolidated Senior Secured Net Debt Ratio would have been no greater than 4.50 to 1.00;

(25) other Liens securing obligations the principal amount of which does not exceed the greater of (x) $125.0 million and (y) 1.25% of Consolidated Total Assets at the time of Incurrence of any such obligation, at any one time outstanding;

(26) Liens on the Equity Interests or assets of a joint venture to secure Indebtedness of such joint venture Incurred pursuant to clause (u) of the definition of “Permitted Debt”;

(27) Liens on equipment of the Company or any Restricted Subsidiary of the Company granted in the ordinary course of business to the Company’s or such Restricted Subsidiary’s client at which such equipment is located;

(28) Liens created for the benefit of (or to secure) all of the Notes or the Guarantees;

(29) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by the Indenture;

(30) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business;

(31) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection; (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts Incurred in the ordinary course of business; and (iii) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry;

(32) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other Persons not given in connection with the issuance of Indebtedness; (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(33) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(34) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(35) Liens on vehicles or equipment of the Company or any of the Restricted Subsidiaries granted in the ordinary course of business;

(36) Liens arising solely by virtue of any statutory or common law provision or customary business provision relating to banker’s liens, rights of set-off or similar rights;

(37) Liens solely on any cash earnest money deposits made by the Company or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment or Investment permitted pursuant to the covenant described under “—Certain covenants—Limitations on restricted payments”;

(38) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(39) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

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(40) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Incurred in the ordinary course of business and not for speculative purposes;

(41) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(42) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(43) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(44) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(45) Liens securing the obligations of any Related License Corporation under third-party Indebtedness for borrowed money Incurred by such Related License Corporation; and

(46) Liens on (x) any Excluded Disposition Assets and (y) assets of an Excluded Disposition Subsidiary securing Indebtedness of such Excluded Disposition Subsidiary or its Subsidiaries Incurred pursuant to clause (ff) of the definition of “Permitted Debt.”

For purposes of determining compliance with this definition, (u) a Lien need not be Incurred solely by reference to one category of Permitted Liens described in this definition but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category), (v) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, (w) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (24) above (giving effect to the Incurrence of such portion of such Indebtedness), the Company, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (24) above and the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition, (x) the principal amount of Indebtedness secured by a Lien outstanding under any category of “Permitted Liens” shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (y) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness initially Incurred (or, Lien securing Indebtedness Incurred to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a percentage of Consolidated Total Assets at the time of Incurrence, and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing and (z) if any Liens securing Indebtedness are Incurred to Refinance Liens securing Indebtedness initially Incurred (or, Liens securing Indebtedness Incurred to Refinance Liens securing Indebtedness initially Incurred) in reliance on a category of “Permitted Liens” measured by reference to a fixed dollar amount, such fixed dollar amount shall not be deemed to be exceeded (and such newly Incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly Incurred Liens does not exceed the principal amount of such Indebtedness secured by such Liens being Refinanced, plus the Related Costs Incurred or payable in connection with such Refinancing.

“Permitted Parent” means any Person of which the Company becomes a Subsidiary after the Issue Date that is designated by the Company as a “Permitted Parent” and solely for so long as the Company remains a

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Subsidiary of such Person; provided that immediately after the Company first becomes a Subsidiary of such Person, more than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of the Company or a Permitted Parent of the Company immediately prior to the Company first becoming such a Subsidiary.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

“Post-Acquisition Period” shall mean, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the 24th month immediately following the date on which such Specified Transaction is consummated.

“Pro Forma Adjustment” means, for any eight fiscal quarter period of the Company that includes all or any part of a fiscal quarter included in any Post-Acquisition Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDA of the Company, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Company in good faith as a result of (a) actions taken, prior to or during such Post-Acquisition Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings and synergies, or (b) any additional costs incurred prior to or during such Post-Acquisition Period in connection with the combination of the operations of such Pro Forma Entity with the operations of the Company and the Restricted Subsidiaries; provided that so long as such actions are taken prior to or during such Post-Acquisition Period or such costs are incurred prior to or during such Post-Acquisition Period it may be assumed, for the purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings and synergies will be realizable during the entirety of such eight fiscal quarter period, or such additional costs will be Incurred during the entirety of such eight fiscal quarter period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings, synergies or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such eight fiscal quarter period.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, for purposes of the calculation of any test, financial ratio, basket or covenant under the Indenture (including the Consolidated Senior Secured Net Debt Ratio, the Consolidated Total Net Debt Ratio and the calculation of Consolidated Total Assets) as of any date, that pro forma effect will be given to each Specified Transaction that has occurred during the eight consecutive fiscal quarter period being used to calculate such test, financial ratio, basket or covenant (the “Reference Period”), and/or subsequent to the end of the Reference Period but no later than the date of such calculation; provided that “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” in respect of any Specified Transaction shall be calculated in good faith in a reasonable manner in accordance with the terms of the Indenture; provided, further, that the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are (i) (x) reasonably identifiable and (y) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.” For purposes of making any computation referred to in the preceding sentence, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the Reference Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a

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line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any repayment, repurchase, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the Company or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of twelve (12) months).

“Publishing Spin” means the “Business Separation” and “Distribution,” each as defined in that certain Separation and Distribution Agreement, dated as of August 4, 2013, between the Company and Tribune Publishing Company, and all other transactions related to the foregoing (including payment of fees and expenses related to any of the foregoing).

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

(1) the Board of Directors of the Company or any direct or indirect parent of the Company shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and its Restricted Subsidiaries,

(2) all sales of accounts receivable and related assets by the Company or any Restricted Subsidiary to the Receivables Subsidiary are made at Fair Market Value, and

(3) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure any Credit Agreement shall not be deemed a Qualified Receivables Financing.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3 under the Exchange Act selected by the Company or any direct or indirect parent of the Company as a replacement agency for Moody’s or S&P, as the case may be.

“Real Estate Holdco” means any Restricted Subsidiary of the Borrower which has no material assets other than interests in real property, leases in respect thereof and assets reasonably necessary for the operation and management thereof.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries), and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which

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security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Swap Contracts entered into by the Company or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Company in which the Company or any Subsidiary of the Company or a direct or indirect parent of the Company makes an Investment and to which the Company or any Subsidiary of the Company or a direct or indirect parent of the Company transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries or a direct or indirect parent of the Company, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company or a direct or indirect parent of the Company (as provided below) as a Receivables Subsidiary and:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any other Subsidiary of the Company (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(2) with which neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, and

(3) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company or a direct or indirect parent of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company or a direct or indirect parent of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Refinance” means to extend, renew, refund, refinance, replace, redeem, repurchase, retire, defease or discharge, and “Refinancing” and “Refinanced” shall have correlative meanings.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless such Person is, or upon receipt of the securities of such Person, such Person would become, a Restricted Subsidiary.

“Related Costs” means the aggregate amount of any fees, underwriting discounts, accrued and unpaid interest, premiums (including tender premiums), defeasance costs and other costs, fees, discounts and expenses.

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“Related License Corporation” means (a) any Person (other than a natural person) that, directly or indirectly, owns Station Licenses which the Company or one or more of its Restricted Subsidiaries manages pursuant to a Related License Corporation Management Agreement or other similar agreements, in each case, which arrangements (including, any such arrangements entered into in connection with a disposition or Investment) were entered into based on the Company’s good faith determination that such arrangements were necessary or advisable in order for the Company or such Restricted Subsidiary to comply with the Communications Laws and designated as a Related License Corporation by the Company and (b) any Related License Management Company.

“Related License Corporation Management Agreement” means any management or other similar or related agreement put in place with a Related License Corporation on or prior to December 27, 2013, in connection with the Local TV Transactions, or management agreements or other similar or related agreements, similar in substance to those agreements or management or other similar or related agreements that are on terms customary in the industry as determined by the Company in good faith.

“Related License Guarantees” means a guarantee of the Company and/or one or more of its Restricted Subsidiaries of third-party Indebtedness for borrowed money Incurred by a Related License Corporation.

“Related License Management Company” means any Person (x) which is a joint venture owned in part by a Person described in clause (a) of the definition of Related License Corporation and in part by the Company or a Restricted Subsidiary, (y) whose primary purpose is to employ personnel associated with the broadcast stations owned by such Person described in clause (a) of the definition of Related License Corporation and (z) which has no material assets or liabilities other than in connection with the employment of such personnel.

“Related Taxes” means any taxes, charges or assessments, including, but not limited to, sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than U.S. federal, state or local income taxes), required to be paid by any direct or indirect parent of the Company by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Company, any of its Subsidiaries or any other direct or indirect parent of the Company), or being a holding company parent of the Company, any of its Subsidiaries or any direct or indirect parent of the Company or receiving dividends from or other distributions in respect of the Capital Stock of the Company, any of its Subsidiaries or any direct or indirect parent of the Company, or having guaranteed any obligations of the Company or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Company or any of its Subsidiaries is permitted to make payments to any parent pursuant to the covenant described under “—Certain covenants—Limitation on restricted payments,” or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof.

“Replacement Assets” means (1) substantially all the assets of a Person primarily engaged in a Similar Business or (2) a majority of the Voting Stock of any Person primarily engaged in a Similar Business that will become, on the date of acquisition thereof, a Restricted Subsidiary.

“Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee have direct responsibility for the administration of the Indenture or the Notes and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this “Description of Notes,” all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Company.

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“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary of the Company or between Restricted Subsidiaries of the Company.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Agreement” means the credit agreement dated as of December 27, 2013, among the Company, the financial institutions named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the Company) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Company) any agreement or indenture or commercial paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (provided that such increase in borrowings is permitted under “—Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”).

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Similar Business” means any business engaged or proposed to be engaged in by the Company or any of its Restricted Subsidiaries on the Issue Date and any business or other activities that are similar, ancillary, complementary, incidental or related to, or an extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date.

“Specified Third Party Transaction” means any transaction constituting an Investment into or disposition or Restricted Payment to a Person other than an Unrestricted Subsidiary or a Wholly Owned Subsidiary.

“Specified Transaction” means any Incurrence or repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge of Indebtedness (excluding Indebtedness Incurred for working capital purposes other than pursuant to the Senior Credit Agreement) or Disqualified Stock or Preferred Stock, any Investment that results in a Person becoming a Subsidiary, any transaction that results in a Person becoming a Related License Corporation, any transaction that results in a Person ceasing to be a Related License Corporation, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Asset Sale or other disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person by the Company, a Restricted Subsidiary or a Related License Corporation, any disposition of a business unit, line of business or division of the Company, a Restricted Subsidiary or a Related License Corporation, any Permitted Asset Swap, the cessation of the operations of a

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business unit, line of business or division of the Company or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any operational change or any material restructuring of the Company or implementation of initiative or other event that by the terms of the Indenture requires “Pro Forma Compliance” with a test or covenant thereunder or requires or permits such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Station Licenses” means (a) with respect to the Company or any of its Subsidiaries, all authorizations, licenses or permits issued by the FCC and granted or assigned to the Company or any of its Subsidiaries, or under which the Company or any of its Subsidiaries has the right to operate any Station, together with any extensions or renewals thereof and (b) with respect to any other Person, all authorizations, licenses or permits issued by the FCC and granted or assigned to such Person, or under which such Person has the right to operate any Broadcast Station, together with any extensions or renewals thereof.

“Stations” means, collectively, the Broadcast Stations owned from time to time by the Company and its Subsidiaries.

“Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company which is by its terms expressly subordinated in right of payment to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its Guarantee.

“Subsidiary” means, with respect to any Person (1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of the Voting Stock is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Restricted Subsidiary of the Company that executes the Indenture as a Guarantor on the Issue Date and each other Restricted Subsidiary of the Company that Incurs a Guarantee of the Notes; provided that upon the release or discharge of such Person from its Guarantee in accordance with the Indenture, such Person automatically ceases to be a Guarantor.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap

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transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.

“Swap Obligations” means, with respect to any Person, the obligations of such Person under Swap Contracts.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the Issue Date.

“Transactions” means, collectively, any or all of the following: (i) the entry into the Indenture, and related documents and the offer and issuance of the Notes, (ii) the amendment of and partial prepayment of Indebtedness under the Senior Credit Agreement and (iii) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Trust Officer” means any officer within the corporate trust administration department of the Trustee, with direct responsibility for performing the Trustee’s duties under the Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the respective party named as such in the Indenture until a successor replaces it and, thereafter, means the successor.

“Unrestricted Cash” means, as at any date of determination, the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be listed on the consolidated balance sheet of the Company as at such date, to the extent such cash and Cash Equivalents are not classified as “restricted.”

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company or any direct or indirect parent of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company or any direct or indirect parent of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Company but excluding the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have any Indebtedness pursuant to which the lender or investor has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; provided, further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under the covenant described under “—Certain covenants—Limitation on restricted payments.”

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The Board of Directors of the Company or any direct or indirect parent of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation and any related transactions:

(x)    (1) the Company could Incur $1.00 of additional Indebtedness pursuant to the Consolidated Total Net Debt Ratio test described under “Certain covenants—Limitation on incurrence of indebtedness and issuance of disqualified stock and preferred stock”; or

(2) the Consolidated Total Net Debt Ratio for the Company and its Restricted Subsidiaries would be equal to or less than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a Pro Forma Basis taking into account such designation; and

(y) no Event of Default shall have occurred and be continuing.

Any such designation by the Board of Directors of the Company or any direct or indirect parent of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company or any direct or indirect parent of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a direct or indirect Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person.

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EXCHANGE OFFER; REGISTRATION RIGHTS

In connection with the issuance of the Old Notes, we entered into the Exchange and Registration Rights Agreement pursuant to which we agreed, for the benefit of the Holders, to use our commercially reasonable efforts to file with the SEC the registration statement, of which this prospectus is a part, with respect to a registered offer to exchange the Old Notes for the New Notes. We further agreed to use commercially reasonable efforts to commence the exchange offer promptly after the registration statement has become effective, hold the offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the SEC), but in any event for at least 20 business days, and exchange the New Notes for all Old Notes validly tendered and not withdrawn before the expiration of the exchange offer.

Under existing SEC interpretations contained in several no action letters to third parties, the New Notes would in general be freely transferable by Holders thereof (other than affiliates of the Issuer) after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each Holder of Old Notes participating in the exchange offer, as set forth below). However, any purchaser of Old Notes who is an “affiliate” of the Issuer or who intends to participate in the exchange offer for the purpose of distributing the New Notes (1) will not be able to rely on such SEC interpretations, (2) will not be able to tender its Old Notes in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes unless such sale or transfer is made pursuant to an exemption from such requirements. In addition, in connection with any resales of New Notes, broker-dealers, or “Participating Broker-Dealers,” receiving New Notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of those New Notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of an unsold allotment from the original sale of the Old Notes) by delivery of the prospectus contained in the exchange offer registration statement. Under the Exchange and Registration Rights Agreement, we are required to allow Participating Broker-Dealers to use the prospectus contained in the exchange offer registration statement in connection with the resale of such New Notes for a period of 90 days after the consummation of the exchange offer. Each Holder of Old Notes (other than certain specified Holders) who wishes to exchange such Old Notes in the exchange offer will be required to represent (1) that any New Notes to be received by it will be acquired in the ordinary course of its business, (2) that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the New Notes, (3) that it is not an affiliate of ours, as defined in Rule 405 of the Securities Act, (4) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of New Notes, (5) if it is a Participating Broker-Dealer, that it will deliver a prospectus in connection with any resale of such New Notes and (6) that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

However, if:

(1) on or before the date of consummation of the exchange offer, the existing SEC interpretations are changed such that the New Notes would not in general be freely transferable in such manner on such date;

(2) the exchange offer has not been completed by June 18, 2016;

(3) under certain circumstances, the Initial Purchasers so request with respect to Old Notes not eligible to be exchanged for New Notes in the exchange offer; or

(4) any Holder of the Old Notes (other than an Initial Purchaser) is not permitted by applicable law to participate in the exchange offer, or if any Holder may not resell the New Notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not available for such resales by such Holder (other than, in either case, due solely to the status of such Holder as an affiliate of the Issuer or due to such Holder’s inability to make the representations referred to above),

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we will use our commercially reasonable efforts to file, as promptly as reasonably practicable, one or more registration statements under the Securities Act relating to a shelf registration, or the “Shelf Registration Statement,” of either or both series of the Old Notes or New Notes, as the case may be, for resale by Holders or, in the case of clause (3), of the Old Notes held by the Initial Purchasers for resale by such Initial Purchasers, or the “Resale Registration,” and will use our commercially reasonable efforts to cause the Shelf Registration Statement to become effective within 90 days following the date on which the obligation to file the Shelf Registration Statement arises. We will use our commercially reasonable efforts to cause the Shelf Registration Statement to remain effective until the earlier of one year following the effective date of such registration statement or such shorter period that will terminate when all the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or would be eligible to be sold by a Person that is not an “affiliate” (as defined in Rule 144) of ours without volume restriction. Under certain circumstances, we may suspend the availability of the Shelf Registration Statement for certain periods of time.

We will, in the event of the Resale Registration, provide to the Holder or Holders of the Old Notes or New Notes, as applicable, copies of the prospectus that is a part of the Shelf Registration Statement, notify such Holder or Holders when the Resale Registration for the Old Notes or New Notes, as applicable, has become effective and take certain other actions as are required to permit unrestricted resales of the Old Notes or New Notes, as applicable. A Holder of the Old Notes or New Notes, as applicable, that sells such Notes pursuant to the Resale Registration generally would be required to be named as a selling securityholder in the prospectus related to the Shelf Registration Statement and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Exchange and Registration Rights Agreement that are applicable to such a Holder (including certain indemnification obligations). In addition, each such Holder of Old Notes or New Notes, as applicable, will be required, among other things, to deliver information to be used in connection with the Shelf Registration Statement within the time periods set forth in the Exchange and Registration Rights Agreement in order to benefit from the provisions regarding additional interest set forth below.

Although we are filing the registration statement of which this prospectus forms a part to satisfy our obligations as previously described, there can be no assurance that such registration statement will become effective.

In the event that:

(1) the exchange offer has not been consummated on or before June 18, 2016; or

(2) if a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 90 days following the date on which the obligation to file the Shelf Registration Statement arises; or

(3) any Shelf Registration Statement required by the Exchange and Registration Rights Agreement is filed and declared effective, and during the period the Issuer is required to use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective (i) the Issuer shall have suspended and be continuing to suspend the availability of the Shelf Registration Statement for more than 60 days in the aggregate in any consecutive twelve-month period, or (ii) such Shelf Registration Statement ceases to be effective and such Shelf Registration Statement is not replaced within 90 days by a Shelf Registration Statement that is filed and declared effective (any such event referred to in clauses (1) through (3) is referred to as a “Registration Default”), then additional interest will accrue on the Transfer Restricted Notes (as defined below), for the period from the occurrence of a Registration Default (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a rate per annum equal to 0.25% during the first 90-day period following the occurrence of such Registration Default which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50% regardless of the number of Registration Defaults that shall have occurred and be

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continuing. Any such additional interest will be paid in the same manner and on the same dates as interest payments in respect of Transfer Restricted Notes. Following the cure of all Registration Defaults, the accrual of such additional interest will cease. A Registration Default with respect to a failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement will be deemed cured upon consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. References in the “Description of Notes,” except for provisions described under the caption “—Amendments and Waivers,” to interest on the Old Notes shall include additional interest, if any.

For purposes of the foregoing, “Transfer Restricted Notes” means each Old Note until (1) the date on which such Old Note has been exchanged for a freely transferable New Note in the exchange offer, (2) the date on which such Old Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, or (3) the date on which such Old Note is distributed to the public pursuant to Rule 144 of the Securities Act or (4) the earliest date that is no earlier than October 15, 2016 and on which such Old Note would be eligible to be sold by a Person that is not an “affiliate” (as defined in Rule 144) of us pursuant to Rule 144 without volume restriction.

Old Notes not tendered in the exchange offer will bear interest at the applicable rate set forth with respect to such Old Notes on the cover page of this prospectus and will be subject to all the terms and conditions specified in the Indenture, including transfer restrictions. The New Notes will be accepted for clearance through DTC.

The summary herein of certain provisions of the Exchange and Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Exchange and Registration Rights Agreement, a copy of which is available as set forth under the heading “Where You Can Find More Information.”

The Old Notes and the New Notes, will be respectively considered collectively to be a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, and for purposes of this prospectus all references to “Notes” shall be deemed to refer collectively to Old Notes and any New Notes, unless the context otherwise requires.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with the resale of New Notes received in exchange for Old Notes, where such Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 90 days after the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time, in one or more transactions, through the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or, alternatively, to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes, which may be this prospectus. Any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. In addition, the letter of transmittal states that if the exchange offeree is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, such broker-dealer will not be able to participate in the exchange offer.

We have agreed to pay all expenses incident to the exchange offer, other than underwriting discounts and commissions, brokerage commissions and applicable transfer taxes, and will indemnify certain Holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Based on interpretations by the Staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-111 Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such New Notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• such New Notes are acquired in the ordinary course of business;

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and

• such holder is not engaged in and does not intend to engage in a distribution of such New Notes.

We have not sought and do not intend to seek a no-action letter from the SEC, with respect to the effects of the exchange offer, and there can be no assurance that the Staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

115

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax considerations relating to the exchange offer (as described under the heading “The Exchange Offer”). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined below) in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, Holders that hold the Notes as part of a straddle, hedge, conversion or other integrated transaction or U.S. Holders that have a “functional currency” other than the U.S. dollar). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift or alternative minimum tax considerations. As used in this discussion, the term “Holder” means a beneficial owner of a Note.

The exchange of an Old Note for a New Note pursuant to the exchange offer will not result in a taxable exchange to a Holder of such Old Note. Accordingly, a Holder of an Old Note will not recognize any gain or loss upon the exchange of an Old Note for a New Note pursuant to the exchange offer. Such Holder’s holding period for such New Note will include the holding period for such Old Note, and such Holder’s adjusted tax basis in such New Note will be the same as such Holder’s adjusted tax basis in such Old Note. The U.S. federal income tax considerations relating to the Old Notes will generally continue to apply to the New Notes. Similarly, there will be no U.S. federal income tax consequences to a Holder of an Old Note that does not participate in the exchange offer.

INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND ANY OTHER TAX CONSIDERATIONS TO THEM RELATING TO THE NOTES, INCLUDING THE TAX CONSEQUENCES OF EXCHANGING OLD NOTES FOR NEW NOTES PURSUANT TO THE EXCHANGE OFFER OR NOT PARTICIPATING IN THE EXCHANGE OFFER.

116

VALIDITY OF THE NOTES

Debevoise & Plimpton LLP, New York, New York will pass upon the validity of the New Notes and the guarantees. Richards, Layton & Finger, P.A., Wilmington, Delaware will pass upon certain Delaware legal matters relating to the New Notes and the guarantees. Thompson Coburn LLP, St. Louis, Missouri will pass upon certain Missouri legal matters relating to the guarantee by KPLR, Inc.

EXPERTS

The audited financial statements included in this prospectus, except as they related to Television Food Network, G.P., and the effectiveness of internal control over financial reporting as of December 31, 2015, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Such financial statements, except as they relate to Television Food Network., G.P., and management’s assessment of the effectiveness of internal control over financial reporting, have been so included in reliance on the reports (which contains an explanatory paragraph regarding Tribune Media Company’s emergence from bankruptcy and the adoption of fresh start accounting as of December 31, 2012 and an adverse opinion on the effectiveness of internal control over financial reporting as of December 31, 2015) of such independent registered public accounting firm given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Television Food Network, G.P. as of December 31, 2015 and December 31, 2014 and for each of the three years in the period ended December 31, 2015, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph regarding certain revenue and expense transactions with affiliated companies and an explanatory paragraph regarding Television Food Network, G.P.’s ability to continue as a going concern). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

117

WHERE YOU CAN FIND MORE INFORMATION

In connection with the exchange offer, we have filed with the SEC a registration statement on Form S-4 under the Securities Act relating to the New Notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus omits information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

We are subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file annual, quarterly and current reports and other information with the SEC. The Indenture requires us to distribute to the holders of the Notes annual reports containing our financial statements audited by our independent auditors as well as other information, documents and other information we file with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this prospectus, except as so modified or superseded. We hereby incorporate by reference the following documents or information listed below:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 29, 2016. The consolidated financial statements of Tribune and the related notes and report of independent registered public accounting firm included in such Annual Report on Form 10-K have been superseded by the consolidated financial statements of Tribune and the related notes and report of independent registered public accounting firm, as included in this prospectus;

• our Definitive Proxy Statement filed on Schedule 14A, filed with the SEC on March 24, 2016 (only those parts incorporated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015); and

• all documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this prospectus and prior to the termination of this exchange offer.

The public may read and copy any of the above reports or other information that we file with the SEC. Such filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. The SEC’s website is included in this prospectus as an inactive textual reference only. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, NE, Washington DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of the exchange offer’s registration statement, the documents incorporated by reference herein and other information that we file with the SEC at no cost by calling us or writing to us at the following address:

Tribune Media Company

685 Third Avenue, 30^th Floor

New York, NY 10017

Attention: Investor Relations

Tel: (212) 210-2786

118

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Statements of Operations for each of the three years in the period ended December  31, 2015 (Successor) and for December 31, 2012 (Predecessor)			F-5
Consolidated Statements of Comprehensive (Loss) Income for each of the three years in the period ended December 31, 2015 (Successor) and for December 31, 2012 (Predecessor)			F-6
Consolidated Balance Sheets at December 31, 2015 (Successor) and December  28, 2014 (Successor)			F-7
Consolidated Statements of Shareholders’ Equity (Deficit) for each of the three years in the period ended December 31, 2015 (Successor) and for December 31, 2012 (Predecessor)			F-9
Consolidated Statements of Cash Flows for each of the three years in the period ended December  31, 2015 (Successor) and for December 31, 2012 (Predecessor)			F-11
Notes to Consolidated Financial Statements
Note 1:	Basis of Presentation and Significant Accounting Policies		F-13
Note 2:	Discontinued Operations		F-23
Note 3:	Proceedings Under Chapter 11		F-28
Note 4:	Fresh-Start Reporting		F-42
Note 5:	Acquisitions		F-51
Note 6:	Changes in Operations and Non-Operating Items		F-62
Note 7:	Assets Held for Sale and Sales of Real Estate		F-64
Note 8:	Goodwill, Other Intangible Assets and Intangible Liabilities		F-65
Note 9:	Investments		F-69
Note 10:	Debt		F-75
Note 11:	Fair Value Measurements		F-80
Note 12:	Contracts Payable for Broadcast Rights		F-82
Note 13:	Commitments and Contingencies		F-82
Note 14:	Income Taxes		F-86
Note 15:	Pension and Other Retirement Plans		F-91
Note 16:	Capital Stock		F-100
Note 17:	Stock-Based Compensation		F-103
Note 18:	Earnings Per Share		F-109
Note 19:	Accumulated Other Comprehensive (Loss) Income		F-111
Note 20:	Related Party Transactions		F-111
Note 21:	Business Segments		F-112
Note 22:	Quarterly Financial Information (Unaudited)		F-114
Note 23:	Condensed Consolidating Financial Statements		F-116

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tribune Media Company

In our opinion, based on our audits and the report of other auditors, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity (deficit) and cash flows present fairly, in all material respects, the financial position of Tribune Media Company and its subsidiaries (Successor) at December 31, 2015 and December 28, 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because a material weakness in internal control over financial reporting related to ineffective design and maintenance of certain information technology general controls existed as of that date. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in the Report of Management on Internal Control over Financial Reporting (not presented herein) appearing under Item 9A of the Company’s 2015 Annual Report on Form 10-K. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2015 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our audits (which was an integrated audit in 2015). We did not audit the financial statements of Television Food Network, G.P. (“TV Food Network”), an approximate 31 percent-owned equity investment of the Company which reflects a net investment totaling $360 million and $349 million at December 31, 2015 and December 28, 2014, respectively (such amounts are prior to adjustments recorded by the Company for the application of fresh-start reporting, net of amortization of basis difference, of $0.955 billion and $1.005 billion at December 31, 2015 and December 28, 2014, respectively), and equity income of $176 million, $172 million and $177 million (such amounts are prior to the amortization of basis difference of $50 million, $50 million and $81 million) for the each of the three years in the period ended December 31, 2015, respectively. The financial statements of TV Food Network were audited by other auditors whose report thereon has been furnished to us, and our opinion on the financial statements expressed herein, insofar as it relates to the amounts included for TV Food Network, is based solely on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits and the report of other auditors provide a reasonable basis for our opinions.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred income taxes in 2015.

F-2

As discussed in Note 3 to the consolidated financial statements, the United States Bankruptcy Court for the district of Delaware confirmed the Company’s Fourth Amended Joint Plan of Reorganization for Tribune Company and its subsidiaries (the “Plan”) on July 23, 2012. Confirmation of the Plan resulted in the discharge of all claims against the Company that arose before December 8, 2008 and substantially alters rights and interests of equity security holders as provided for in the Plan. The Plan was substantially consummated on December 31, 2012 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of December 31, 2012.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 29, 2016, except with respect to our opinion on the consolidated financial statements insofar as it relates to Note 23, as to which the date is March 24, 2016

F-3

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tribune Company

In our opinion, the accompanying consolidated statements of operations, comprehensive (loss) income, shareholders’ equity (deficit) and cash flows for the one day ended December 31, 2012 present fairly, in all material respects, the results of operations and cash flows of Tribune Company and its subsidiaries (Predecessor) for the one day ended December 31, 2012 in accordance with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 3 to the consolidated financial statements, the Company filed a petition on December 8, 2008 with the United States Bankruptcy Court for the district of Delaware for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Company’s Fourth Amended Joint Plan of Reorganization for Tribune Company and its subsidiaries (the “Plan”) was substantially consummated on December 31, 2012 and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 28, 2014, except for the effects of discontinued operations discussed in Note 2 to the consolidated financial statements, as to which the date is November 14, 2014

F-4

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of dollars, except for per share data)

	Successor									Predecessor
	Year Ended
	December 31, 2015			December 28, 2014			December 29, 2013			December 31, 2012
Operating Revenues
Television and Entertainment
Advertising	$	1,300,313		$	1,339,634		$	815,333		$	—
Retransmission consent and carriage fees		368,484			286,380			103,381			—
Other		80,838			99,627			102,872			—
Total		1,749,635			1,725,641			1,021,586			—
Digital and Data		211,527			168,926			72,055			—
Other		49,298			54,792			53,599			—
Total operating revenues		2,010,460			1,949,359			1,147,240			—
Operating Expenses
Programming		535,799			354,666			254,225			—
Direct operating expenses		435,231			420,763			225,924			—
Selling, general and administrative		647,600			584,274			311,447			—
Depreciation		74,289			70,187			41,187			—
Amortization		195,230			218,287			114,717			—
Impairment of goodwill and other intangible assets (Note 8)		385,000			—			700			—
Total operating expenses		2,273,149			1,648,177			948,200			—
Operating (Loss) Profit		(262,689	)		301,182			199,040			—
Income on equity investments, net		146,959			236,713			145,241			—
Interest and dividend income		829			1,368			413			—
Interest expense		(164,430	)		(157,866	)		(39,134	)		—
Loss on extinguishment of debt		(37,040	)		—			(28,380	)		—
Gain on investment transactions, net		12,173			372,485			150			—
Other non-operating gain (loss), net		8,140			(4,804	)		(1,492	)		—
Reorganization items, net		(1,537	)		(7,268	)		(16,931	)		8,284,314
(Loss) Income from Continuing Operations Before Income Taxes		(297,595	)		741,810			258,907			8,284,314
Income tax expense		22,323			278,699			95,965			1,070,189
(Loss) Income from Continuing Operations		(319,918	)		463,111			162,942			7,214,125
Income (Loss) from Discontinued Operations, net of taxes (Note 2)		—			13,552			78,613			(103,901	)
Net (Loss) Income	$	(319,918	)	$	476,663		$	241,555		$	7,110,224
Basic (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.63		$	1.63
Discontinued Operations		—			0.13			0.79
Net (Loss) Earnings Per Common Share	$	(3.38	)	$	4.76		$	2.42
Diluted (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.62		$	1.62
Discontinued Operations		—			0.13			0.79
Net (Loss) Earnings Per Common Share	$	(3.38	)	$	4.75		$	2.41
Regular dividends declared per common share	$	0.75		$	—		$	—
Special dividends declared per common share	$	6.73		$	—		$	—

See Notes to Consolidated Financial Statements

F-5

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands of dollars)

	Successor								Predecessor
	Year Ended
	December 31, 2015			December 28, 2014			December 29, 2013		December 31, 2012
Net (Loss) Income	$	(319,918	)	$	476,663		$	241,555	$	7,110,224
Less: Income (Loss) from Discontinued Operations, net of taxes		—			13,552			78,613		(103,901	)
(Loss) Income from Continuing Operations		(319,918	)		463,111			162,942		7,214,125
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes
Unrecognized benefit plan gains and losses:
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(5,176), $(121,030), and $91,922 respectively		(8,032	)		(187,720	)		140,900		—
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(25), $(71) and $0 respectively		(36	)		(110	)		—		—
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $169,642		—			—			—		934,661
Change in unrecognized benefit plan gains and losses, net of taxes		(8,068	)		(187,830	)		140,900		934,661
Unrealized (loss) gain on marketable securities:
Changes in unrealized holding (loss) gain arising during the period, net of taxes of $(2,133), $3,512 and $0, respectively		(3,308	)		5,447			—		—
Foreign currency translation adjustments:
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively		(13,099	)		(2,753	)		89		—
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $(552)		—			—			—		2,846
Change in foreign currency translation adjustments, net of taxes		(13,099	)		(2,753	)		89		2,846
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes		(24,475	)		(185,136	)		140,989		937,507
Comprehensive (Loss) Income from Continuing Operations, net of taxes		(344,393	)		277,975			303,931		8,151,632
Comprehensive Income (Loss) from Discontinued Operations, net of taxes		—			13,552			78,309		(133,284	)
Comprehensive (Loss) Income	$	(344,393	)	$	291,527		$	382,240	$	8,018,348

See Notes to Consolidated Financial Statements

F-6

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

	December 31, 2015			December 28, 2014
Assets
Current Assets
Cash and cash equivalents	$	262,644		$	1,455,183
Restricted cash and cash equivalents		17,595			17,600
Accounts receivable (net of allowances of $8,176 and $7,313)		466,628			440,722
Broadcast rights		160,240			147,423
Income taxes receivable		42,838			4,931
Deferred income taxes		—			29,675
Prepaid expenses		63,337			26,300
Other		8,663			38,989
Total current assets		1,021,945			2,160,823
Properties
Machinery, equipment and furniture		289,619			240,507
Buildings and leasehold improvements		212,470			253,426
		502,089			493,933
Accumulated depreciation		(160,801	)		(102,841	)
		341,288			391,092
Land		268,257			422,635
Construction in progress		48,312			36,870
Net properties		657,857			850,597
Other Assets
Broadcast rights		203,422			157,014
Goodwill		3,561,812			3,918,136
Other intangible assets, net		2,240,199			2,397,794
Assets held for sale		206,422			5,645
Investments		1,692,700			1,717,192
Other		174,178			189,254
Total other assets		8,078,733			8,385,035
Total Assets	$	9,758,535		$	11,396,455

See Notes to Consolidated Financial Statements

F-7

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share and per share data)

	December 31, 2015			December 28, 2014
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	60,394		$	77,295
Debt due within one year		26,479			4,088
Income taxes payable		3,458			252,570
Employee compensation and benefits		87,976			80,270
Contracts payable for broadcast rights		236,676			178,685
Deferred revenue		44,721			34,352
Interest payable		33,828			12,238
Other		53,885			44,682
Total current liabilities		547,417			684,180
Non-Current Liabilities
Long-term debt		3,452,544			3,490,897
Deferred income taxes		984,032			1,156,214
Contracts payable for broadcast rights		385,107			279,819
Contract intangible liability, net		13,772			34,425
Pension obligations, net		456,073			469,116
Postretirement medical, life and other benefits		16,092			21,456
Other obligations		71,776			64,917
Total non-current liabilities		5,379,396			5,516,844
Total Liabilities		5,926,813			6,201,024
Commitments and Contingent Liabilities (Note 13)
Shareholders’ Equity
Preferred stock ($0.001 par value per share)
Authorized: 40,000,000 shares; No shares issued and outstanding at December 31, 2015 and at December 28, 2014		—			—
Class A Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares; 100,015,546 shares issued and 92,345,330 shares outstanding at December 31, 2015; 95,708,401 shares issued and 94,732,807 shares outstanding at December 28, 2014		100			96
Class B Common Stock ($0.001 par value per share)
Authorized: 1,000,000,000 shares at December 31, 2015 and 200,000,000 shares at December 28, 2014; Issued and outstanding: 5,605 shares at December 31, 2015 and 2,438,083 shares at December 28, 2014		—			2
Treasury stock, at cost: 7,670,216 shares at December 31, 2015 and 975,594 shares at December 28, 2014		(400,153	)		(67,814	)
Additional paid-in-capital		4,619,618			4,591,470
Retained (deficit) earnings		(322,351	)		718,218
Accumulated other comprehensive loss		(71,016	)		(46,541	)
Total Tribune Media Company shareholders’ equity		3,826,198			5,195,431
Noncontrolling interests		5,524			—
Total shareholders’ equity		3,831,722			5,195,431
Total Liabilities and Shareholders’ Equity	$	9,758,535		$	11,396,455

See Notes to Consolidated Financial Statements

F-8

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(In thousands of dollars)

	Total			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Predecessor Stock Purchase Warrants			Successor Additional Paid-In Capital			Treasury Stock			Non- controlling Interest		Successor Common Stock
																					Class A				Class B
																					Amount (at Cost)		Shares		Amount (at Cost)			Shares
Balance at Dec. 30, 2012 (Predecessor)	$	(8,055,028	)	$	(7,401,904	)	$	(908,124	)	$	255,000		$	—		$	—		$	—	$	—		—	$	—			—
Comprehensive income		8,018,348			7,110,224			908,124			—			—			—			—		—		—		—			—
Cancellation of Predecessor’s common shares held by ESOP, net of unearned compensation		36,680			36,680			—			—			—			—			—		—		—		—			—
Cancellation of Predecessor’s stock purchase warrants		—			255,000			—			(255,000	)		—			—			—		—		—		—			—
Balance at December 31, 2012 (Predecessor)	$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	—		—	$	—			—
Issuance of Successor common stock and stock purchase warrants		4,536,000			—			—			—			4,535,917			—			—		79		78,754		4			4,456
Balance at December 31, 2012 (Successor)	$	4,536,000		$	—		$	—		$	—		$	4,535,917		$	—		$	—	$	79		78,754	$	4			4,456
Comprehensive income:
Net income		241,555			241,555			—			—			—			—			—		—		—		—			—
Other comprehensive income, net of taxes		140,685			—			140,685			—			—			—			—		—		—		—			—
Comprehensive income		382,240			—			—			—			—			—			—		—		—		—			—
Conversions of Class B Common Stock to Class A Common Stock		2			—			—			—			2			—			—		1		1,389		(1	)		(1,389	)
Warrant exercises		—			—			—			—			(10	)		—			—		10		9,787		—			119
Stock-based compensation		7,319			—			—			—			7,319			—			—		—		—		—			—
Shares issued under equity incentive plan		—			—			—			—			—			—			—		—		4		—			—
Balance at December 29, 2013 (Successor)	$	4,925,561		$	241,555		$	140,685		$	—		$	4,543,228		$	—		$	—	$	90		89,934	$	3			3,186
Comprehensive income:
Net income		476,663			476,663			—			—			—			—			—		—		—		—			—
Other comprehensive loss, net of taxes		(185,136	)		—			(185,136	)		—			—			—			—		—		—		—			—
Comprehensive income		291,527			—			—			—			—			—			—		—		—		—			—
Publishing Spin-off (Note 2)		19,347			—			(2,090	)		—			21,437			—			—		—		—		—			—
Conversions of Class B Common Stock to Class A Common Stock		—			—			—			—			—			—			—		1		772		(1	)		(772	)
Warrant exercises		—			—			—			—			(5	)		—			—		5		4,850		—			24
Stock-based compensation		27,835			—			—			—			27,835			—			—		—		—		—			—
Net share settlements of stock-based awards		(1,893	)		—			—			—			(1,893	)		—			—		—		152		—			—
Excess tax benefits from stock-based awards		868			—			—			—			868			—			—		—		—		—			—
Common stock repurchases		(67,814	)		—			—			—			—			(67,814	)		—		—		—		—			—
Balance at December 28, 2014 (Successor)	$	5,195,431		$	718,218		$	(46,541	)	$	—		$	4,591,470		$	(67,814	)	$	—	$	96		95,708	$	2			2,438

See Notes to Consolidated Financial Statements

F-9

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(In thousands of dollars)

	Total			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Predecessor Stock Purchase Warrants		Successor Additional Paid-In Capital			Treasury Stock			Non- controlling Interest		Successor Common Stock
																				Class A				Class B
																				Amount (at Cost)		Shares		Amount (at Cost)			Shares
Balance at December 28, 2014 (Successor)	$	5,195,431		$	718,218		$	(46,541	)	$	—	$	4,591,470		$	(67,814	)	$	—	$	96		95,708	$	2			2,438
Comprehensive (loss) income:
Net (loss) income		(319,918	)		(319,918	)		—			—		—			—			—		—		—		—			—
Other comprehensive loss, net of taxes		(24,475	)		—			(24,475	)		—		—			—			—		—		—		—			—
Comprehensive (loss) income		(344,393	)		—			—			—		—			—			—		—		—		—			—
Special dividends declared to shareholders and warrant holders, $6.73 per share (Note 16)		(648,644	)		(648,644	)		—			—		—			—			—		—		—		—			—
Regular dividends declared to shareholders and warrant holders, $0.75 per share(1)		(71,275	)		(72,007	)		—			—		732			—			—		—		—		—			—
Conversion of Class B Common Stock to Class A Common Stock		—			—			—			—		—			—			—		2		2,432		(2	)		(2,432	)
Warrant exercises		—			—			—			—		(2	)		—			—		2		1,719		—			—
Stock-based compensation		32,547			—			—			—		32,547			—			—		—		—		—			—
Net share settlements of stock-based awards		(4,251	)		—			—			—		(4,251	)		—			—		—		156		—			—
Change in excess tax benefits from stock-based awards		(878	)		—			—			—		(878	)		—			—		—		—		—			—
Common stock repurchases		(332,339	)		—			—			—		—			(332,339	)		—		—		—		—			—
Contributions from noncontrolling interest		5,524			—			—			—		—			—			5,524		—		—		—			—
Balance at December 31, 2015 (Successor)	$	3,831,722		$	(322,351	)	$	(71,016	)	$	—	$	4,619,618		$	(400,153	)	$	5,524	$	100		100,015	$	—			6

(1) Includes $0.7 million of granted dividend equivalent units.

See Notes to Consolidated Financial Statements

F-10

TRIBUNE MEDIA COMPANY AND SUBIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

	Successor									Predecessor
	Year Ended
	December 31, 2015			December 28, 2014			December 29, 2013			December 31, 2012
Operating Activities
Net (loss) income	$	(319,918	)	$	476,663		$	241,555		$	7,110,224
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Stock-based compensation		32,493			27,918			7,319			—
Pension credit, net of contributions		(29,417	)		(41,164	)		(41,620	)		—
Depreciation		74,289			88,890			75,516			—
Amortization of contract intangible assets and liabilities		(14,980	)		(35,774	)		(29,525	)		—
Amortization of other intangible assets		195,230			222,216			121,206			—
Impairment of goodwill and other intangible assets (Note 8)		385,000			—			700			—
Income on equity investments, net		(146,959	)		(236,088	)		(144,054	)		—
Distributions from equity investments		169,879			189,789			154,123			—
Non-cash loss on extinguishment of debt		33,480			—			17,462			—
Original issue discount payments		(6,158	)		—			—			—
Amortization of debt issuance costs and original issue discount		12,258			13,433			3,869			—
Gain on investment transactions, net		(12,173	)		(373,968	)		(150	)		—
Loss (gain) on sales of real estate		97			(21,690	)		(135	)		—
Other non-operating (gain) loss, net		(6,183	)		4,729			1,492			—
Non-cash reorganization items, net		—			—			(3,228	)		(8,287,644	)
Change in excess tax benefits from stock-based awards		868			(868	)		—			—
Transfers from (to) restricted cash		5			2,357			166,866			(186,823	)
Changes in working capital items, excluding effects from acquisitions:
Accounts receivable, net		(23,444	)		39,149			(20,449	)		—
Inventories, prepaid expenses and other current assets		(36,997	)		(1,532	)		26,847			(275	)
Accounts payable		(15,302	)		2,855			(85,088	)		(18,942	)
Employee compensation and benefits, and other current liabilities		39,598			(23,569	)		5,528			(3,450	)
Deferred revenue		9,541			23,189			1,121			—
Accrued reorganization costs		(1,536	)		(780	)		(111,461	)		14,136
Income taxes		(272,102	)		261,591			(1,947	)		(6,199	)
Deferred compensation, postretirement medical, life and other benefits		(2,298	)		(3,099	)		(13,581	)		(35,241	)
Change in broadcast rights, net of liabilities		100,116			(21,098	)		(6,913	)		—
Deferred income taxes		(140,075	)		(179,099	)		8,955			1,169,483
Change in non-current obligations for uncertain tax positions		(931	)		(2,814	)		(3,780	)		—
Other, net		1,563			(32,781	)		(11,057	)		—
Net cash provided by (used in) operating activities		25,944			378,455			359,571			(244,731	)

See Notes to Consolidated Financial Statements

F-11

	Successor									Predecessor
	Year Ended
	December 31, 2015			December 28, 2014			December 29, 2013			December 31, 2012
Investing Activities
Capital expenditures		(89,084	)		(89,438	)		(70,869	)		—
Acquisitions, net of cash acquired		(74,959	)		(279,833	)		(2,550,410	)		—
Decrease (increase) in restricted cash related to acquisition of Local TV		—			201,922			(201,922	)		—
Transfers from restricted cash related to New Cubs LLC distribution		—			—			—			727,468
Transfers from (to) restricted cash		1,112			(1,109	)		—			—
Investments		(23,042	)		(2,330	)		(2,817	)		—
Distributions from equity investments		10,328			180,521			53,871			—
Investment in non-interest bearing loan to the Litigation Trust		—			—			—			(20,000	)
Proceeds from sales of investments		44,982			659,395			2,174			—
Proceeds from sales of real estate		4,930			49,870			10,739			—
Net cash (used in) provided by investing activities		(125,733	)		718,998			(2,759,234	)		707,468
Financing Activities
Long-term borrowings related to Publishing Spin-off (Note 2)		—			346,500			—			—
Long-term borrowings		1,100,000			—			3,790,500			1,089,000
Repayments of long-term debt		(1,114,262	)		(299,285	)		(1,102,234	)		(3,394,347	)
Repayment of Senior Toggle Notes (Note 10)		—			(172,237	)		—			—
Long-term debt issuance costs related to Publishing Spin-off (Note 2)		—			(10,179	)		—			—
Long-term debt issuance costs		(20,202	)		—			(78,480	)		(11,242	)
Payment of dividends		(719,919	)		—			—			—
Settlements of contingent consideration, net		1,174			—			—			—
Common stock repurchases (Note 16)		(339,942	)		(60,211	)		—			—
Cash and restricted cash distributed to Tribune Publishing (Note 2)		—			(86,530	)		—			—
Change in excess tax benefits from stock-based awards		(868	)		868			—			—
Tax withholdings related to net share settlements of share-based awards		(4,421	)		(3,201	)		—			—
Proceeds from stock option exercises		166			1,308			—			—
Contributions from noncontrolling interests		5,524			—			—			—
Net cash (used in) provided by financing activities		(1,092,750	)		(282,967	)		2,609,786			(2,316,589	)
Net (Decrease) Increase in Cash and Cash Equivalents		(1,192,539	)		814,486			210,123			(1,853,852	)
Cash and cash equivalents, beginning of year		1,455,183			640,697			430,574			2,284,426
Cash and cash equivalents, end of year	$	262,644		$	1,455,183		$	640,697		$	430,574
Supplemental Schedule of Cash Flow Information
Cash paid during the period for:
Interest	$	130,311		$	140,338		$	44,280		$	—
Income taxes, net of refunds	$	434,720		$	217,579		$	151,311		$	—

See Notes to Consolidated Financial Statements

F-12

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company, as summarized below, conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect practices appropriate to the Company’s businesses.

Nature of Operations and Reclassifications—Tribune Media Company and its subsidiaries (the “Company”) is a diversified media and entertainment company. It is comprised of 42 television stations that are either owned by the Company or owned by others but to which the Company provides certain services, along with a national general entertainment cable network (WGN America), a radio station, a production studio, the Digital and Data business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Prior to the spin-off of its principal publishing businesses on August 4, 2014, (the “Publishing Spin-off”, as further defined and described in Note 2) the Company was also engaged in newspaper publishing.

Following the Publishing Spin-off, the Company realigned and renamed its reportable segments. These segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. The Company’s reportable segments consist of:

• Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via the Company’s websites and other digital assets.

• Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

The Company also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, the Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the office and production facilities, and any gains or losses from sales of real estate, as well as certain administrative activities associated with operating corporate office functions and managing its predominantly frozen company-sponsored defined benefit pension plans.

Prior to the Publishing Spin-off, the Company reported its operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. The Company’s publishing segment operated eight major-market daily newspapers and related businesses, distributed preprinted insert advertisements, provided commercial printing and delivery services to other newspapers and managed the websites of the Company’s daily newspapers and television stations, along with the websites of other branded products that target specific areas of interest. Also included in the publishing segment were digital entertainment data businesses which distribute entertainment listings and license proprietary software and data. These digital entertainment data businesses were not included in the Publishing Spin-off and are now included in the Digital and Data reportable segment. The principal daily newspapers published by the Company that were included in the Publishing Spin-off were the Los Angeles Times; the Chicago Tribune; the South Florida Sun Sentinel; the Orlando Sentinel; The Baltimore Sun; the Hartford Courant; The Morning Call, serving Pennsylvania’s Lehigh Valley; and the Daily Press, serving the Virginia Peninsula.

The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations for all periods presented (see Note 2).

F-13

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Zap2it.com entertainment website business, which was previously included in the Digital and Data reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial.

Change in Accounting Principle—On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), as further discussed below. The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’s Consolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle. The Company did not retrospectively adjust prior periods for this change.

Fiscal Year—On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2015 includes four additional days compared to the fiscal years ended December 28, 2014 and December 29, 2013. Fiscal years 2014 and 2013 each comprised a 52-week period.

Principles of Consolidation and Variable Interest Entities—The consolidated financial statements include the accounts of Tribune Media Company and all majority-owned subsidiaries, as well as any variable interests for which the Company is the primary beneficiary. In general, investments comprising between 20 percent to 50 percent of the voting stock of companies and certain partnership interests are accounted for using the equity method. All other investments are generally accounted for using the cost method. All significant intercompany transactions are eliminated.

The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of variable interest entities (“VIEs”) to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.

On April 14, 2015, the Company entered into a real estate venture agreement with a third party to redevelop one of the Company’s Florida properties and formed a new limited liability company, TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). The Company contributed land with an agreed-upon value between the parties of $15 million and a carrying value of $10 million, resulting in a 92% interest in the Las Olas LLC. In the future, the Company’s interest in the Las Olas LLC may decline to 85%, subject to the other party’s additional investments. The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the fiscal year ended December 31, 2015 were not material.

On November 12, 2015, the Company executed an agreement with a third party developer to redevelop one of the Company’s California properties. The Company contributed land, building and improvements with an agreed-upon value between the parties of $39 million and a carrying value of $35 million, resulting in a 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). In the future, the Company’s interest in the Costa Mesa LLC may decline, subject to the other party’s additional investments. The Company consolidates the

F-14

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

financial position and results of operations of Costa Mesa LLC as it has the majority ownership. The results of operations of the Costa Mesa LLC as of and for the fiscal year ended December 31, 2015 were not material.

Prior to September 2, 2015, the Company held a variable interest in Newsday Holdings LLC (“NHLLC”). On September 2, 2015, all of the outstanding equity interests of NHLLC were acquired by CSC Holdings, LLC (“CSC”). Additionally, prior to October 1, 2014, the Company held a variable interest in Classified Ventures, LLC (“CV”). On October 1, 2014, all of the outstanding equity interests of CV were acquired by TEGNA, Inc. (as successor to Gannett Co., Inc.) (“TEGNA”). Prior to July 29, 2014, the Company held a variable interest in Perfect Market, Inc. (“PMI”). On July 29, 2014, all of the outstanding equity interests of PMI were acquired by Taboola.com LTD (“Taboola”). In connection with the acquisition, the Company’s shares in PMI were converted into shares of Taboola. The Company’s ownership in Taboola is less than 1% and the Company has determined the investment is not a VIE as defined by ASC Topic 810.

At December 31, 2015 and December 28, 2014, the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II, LLC and at December 28, 2014, the Company held a variable interest in Newsday LLC (as defined and described in Note 9). In addition, prior to December 27, 2013 (as further described below), the Company held variable interests as a result of certain transactions with Local TV Holdings, LLC (“Local TV”) in October 2008. The Company has determined that it was not the primary beneficiary of any of these entities and therefore has not consolidated any of them as of and for the periods presented in the accompanying consolidated financial statements. On December 27, 2013, the Company closed the Local TV Acquisition (see Note 5). In conjunction with the acquisition, the Company became a party to an agreement with Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“Dreamcatcher”). The Company determined that it holds a variable interest in Dreamcatcher and is the primary beneficiary. As such, the Company’s consolidated financial statements include the results of operations and the financial position of Dreamcatcher beginning on December 27, 2013. See Note 5 for further information on the Company’s acquisition of Local TV, the related transactions with Dreamcatcher and the carrying amounts and classification of the assets and liabilities of Dreamcatcher which have been included in the Company’s Consolidated Balance Sheets as of December 31, 2015 and December 28, 2014. The assets of the consolidated VIE can only be used to settle the obligations of the VIE.

In 2008, the Company entered into a shared services agreement for its KPLR-TV station in St. Louis, Missouri and a local marketing agreement (“LMA”) for its KWGN-TV station in Denver, Colorado, each with the FOX Broadcasting Company (“FOX”) network affiliate television station owned by Local TV in these markets. These agreements became effective on October 6, 2008 and effectively allowed the Company to economically combine the operating facilities and news operations of its stations with those owned by Local TV in each market and to share certain programming. Prior to the Local TV Acquisition (see Note 5), the Company recorded in its historical consolidated broadcasting revenues amounts equal to agreed upon percentages of the net adjusted cash flows (as defined in the local marketing agreements) of the combined operations of its stations and the Local TV stations in St. Louis and Denver. The LMA arrangements were cancelled as of the effective date of the Local TV Acquisition (see Note 5) because the Company became the owner of both stations in each market.

Revenue Recognition—The Company’s primary sources of revenue related to Television and Entertainment are from local and national broadcasting and cable advertising and retransmission consent and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. Digital and Data revenue is primarily derived from licensing its video, sports and music content to third parties. The Company also recognizes revenues from leases of its owned real estate.

The Company recognizes revenue when the following conditions are met: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the fees are fixed or

F-15

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

determinable and (iv) collection is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. Revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We use a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, we follow the industry specific software guidance which only allows for the use of VSOE in establishing fair value.

Television and Entertainment advertising revenue is recorded, net of agency commissions, when commercials are aired. Television operations may trade certain advertising time for products or services, as well as barter advertising time for program material. Trade transactions are generally reported at the estimated fair value of the product or services received, while barter transactions are reported at the Company’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. Barter/trade revenue is reported when commercials are broadcast and expenses are reported when products or services are utilized or when programming airs. The Company records rebates when earned as a reduction of advertising revenue. Retransmission consent fees represent fees that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission consent fees are recognized over the contract period, generally based on a negotiated fee per subscriber. Carriage fees represent fees that the Company earns from MVPDs for the carriage of the Company’s cable channels. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates.

Digital and Data revenue includes software licensing recognized in accordance with ASC Topic 985, “Software.” License fees are based on the number of units shipped or the number of subscribers. Revenues from per-unit or per-subscriber fees are recognized in the period the services are provided to a licensee, as reported to the Company by the licensee. Certain non-refundable, non-cancelable license fees are paid in advance for which revenue is recognized when the underlying licensed product is delivered to the licensee. Revenues from data services are recognized on a straight-line basis over the period its licensee has the right to receive the service. The Company accounts for cash consideration (such as sales incentives) that it gives to its customers or resellers as a reduction of revenue, unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

The adoption of fresh-start reporting as of the Effective Date (as defined in Note 3) required management to make certain assumptions and estimates to allocate the Successor’s enterprise value to the Successor’s assets and liabilities based on fair values. These estimates of fair value represent the Company’s best estimates based on independent appraisals and various valuation techniques and trends, and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and fair values reflected in the valuations will be realized, and actual results could vary materially.

Cash and Cash Equivalents—Cash and cash equivalents are stated at cost, which approximates market value. Investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents.

Restricted Cash and Cash Equivalents—Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash held by the Company to satisfy the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

remaining claim obligations pursuant to the Plan (as defined and described in Note 3). On the Effective Date, the Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At both December 31, 2015 and December 28, 2014, restricted cash held by the Company to satisfy such obligations totaled $18 million.

In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On December 27, 2013, the Company deposited $202 million with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) ($174 million of which, inclusive of accrued interest of $2 million, was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Accounts Receivable and Allowance for Doubtful Accounts—The Company’s accounts receivable are primarily due from advertisers. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required. The Company maintains an allowance for uncollectible accounts, rebates and volume discounts. This allowance is determined based on historical write-off experience and any known specific collectability exposures.

A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2013	$	16,254
2014 additions charged to costs and expenses		21,306
2014 deductions		(18,515	)
Allowance distributed in Publishing Spin-off		(11,732	)
Accounts receivable allowance balance at December 28, 2014	$	7,313
2015 additions charged to costs and expenses		7,873
2015 deductions		(7,010	)
Accounts receivable allowance balance at December 31, 2015	$	8,176

Broadcast Rights—The Company acquires rights to broadcast syndicated programs, original licensed series and feature films. Pursuant to ASC Topic 920, “Entertainment-Broadcasters,” these rights and the related liabilities are recorded as an asset and a liability when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. The current portion of programming inventory includes those rights available for broadcast that are expected to be amortized in the succeeding year.

The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company carries its broadcast rights at the lower of unamortized cost or estimated net realizable value. The Company evaluates the net realizable value of broadcast rights on a daypart, series, or title-by-title basis, as appropriate. Changes in management’s intended usage of a specific daypart, series, or program would result in a reassessment of the net realizable value, which could result in an impairment. The Company determines the net realizable value and estimated fair value, as appropriate, based on a projection of the estimated advertising revenues and carriage/retransmission revenues, less certain direct costs of delivery, expected to be generated by the program material. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. We assess future seasons of syndicated programs that we are committed to acquire for impairment as they become available to us for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. As a result of the evaluation of the recoverability of the unamortized costs associated with broadcast rights, the Company recognized a non-cash impairment charge of $74 million for the syndicated programs Person of Interest and Elementary at WGN America in 2015.

Production Costs—The Company produces and enters into arrangements with third parties to co-produce original programming to exhibit on its broadcast stations and cable network. In accordance with ASC Topic 926, “Entertainment-Films,” the Company estimates total revenues to be earned and costs to be incurred throughout the life of each television program. Estimates for remaining total lifetime revenues are limited to the amount of revenue contracted for each episode in the initial market (which is the US television market). Accordingly, television programming costs and participation costs incurred in excess of the amount of revenue contracted in the initial market are expensed as incurred. Estimates for all secondary market revenues such as domestic and foreign syndication, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequent to the establishment of the secondary market are initially capitalized and amortized based on the proportion that current period revenues bear to the estimated remaining total lifetime revenues. As several of the Company’s produced programming television series have either recently launched or have yet to premiere, the Company does not have a demonstrated history of participating in secondary market revenues to support that these programs can be successfully licensed in such secondary markets. Production costs are expensed to programming in the Company’s Consolidated Statement of Operations.

Properties—As a result of the adoption of fresh-start reporting, the Company’s property, plant and equipment was adjusted to fair value on the Effective Date. There were no changes to the methods used by the Company to compute depreciation or any changes to the policy for determining estimated useful lives for assets placed into service subsequent to the Effective Date as a result of the adoption of fresh-start reporting. The estimated useful lives of the Company’s property, plant and equipment that were in service on the Effective Date were revised and currently range as follows: 1 to 44 years for buildings and 1 to 30 years for all other equipment.

Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill and other indefinite-lived intangible assets are summarized in Note 8. The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles—Goodwill and Other.” Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values.

The Company’s annual impairment review measurement date is in the fourth quarter of each year. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair values of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting industry. These assumptions reflect the Company’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company’s control.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges in the future under ASC Topic 350.

Impairment Review of Long-Lived Assets—In accordance with ASC Topic 360, “Property, Plant and Equipment,” the Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may be impaired. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining depreciable life are less than its current carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate future undiscounted cash flows could result in additional non-cash impairment charges in the future under ASC Topic 360.

Pension Plans and Other Postretirement Benefits—Retirement benefits are provided to employees through pension plans sponsored either by the Company or by unions. Under the Company-sponsored plans, pension benefits are primarily a function of both the years of service and the level of compensation for a specified number of years, depending on the plan. It is the Company’s policy to fund the minimum for Company-sponsored pension plans as required by the Employee Retirement Income Security Act (“ERISA”). Contributions made to union-sponsored plans are based upon collective bargaining agreements. The Company also provides certain health care and life insurance benefits for retired employees. The expected cost of providing these benefits is accrued over the years that the employees render services. It is the Company’s policy to fund postretirement benefits as claims are incurred.

The Company recognizes the overfunded or underfunded status of its defined benefit pension or other postretirement plans (other than a multiemployer plan) as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 15.

Self-Insurance—The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs and automobile and general liability claims. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The Company carries insurance coverage to limit exposure for self-insured workers’ compensation costs and automobile and general liability claims. The Company’s deductibles under these coverages are generally $1 million per occurrence, depending on the applicable policy period. The recorded liabilities for self-insured risks totaled $34 million at December 31, 2015 and $47 million at December 28, 2014, which was net of $44 million of such liabilities distributed to Tribune Publishing in the Publishing Spin-off.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred Revenue—Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services. Revenue associated with deferred revenue is recognized in the period it is earned. See above for further information on the Company’s revenue recognition policy.

Stock-Based Compensation—In accordance with ASC Topic 718, “Compensation—Stock Compensation,” the Company recognizes stock-based compensation cost in its Consolidated Statements of Operations. Stock-based compensation cost is measured at the grant date for equity-classified awards and at the end of each reporting period for liability-classified awards based on the estimated fair value of the awards. ASC Topic 718 requires stock-based compensation expense to be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the “substantive vesting period”). Additional information pertaining to the Company’s stock-based compensation is provided in Note 17.

Income Taxes—On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the Internal Revenue Code (“IRC”), which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The Tribune Employee Stock Ownership Plan (“ESOP”) was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate.

As a result of the election and in accordance with ASC Topic 740, “Income Taxes,” the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries.

Provisions for federal and state income taxes are calculated on reported pretax earnings based on current tax laws and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Taxable income reported to the taxing jurisdictions in which the Company operates often differs from pretax earnings because some items of income and expense are recognized in different time periods for income tax purposes. The Company provides deferred taxes on these temporary differences in accordance with ASC Topic 740. Taxable income also may differ from pretax earnings due to statutory provisions under which specific revenues are exempt from taxation and specific expenses are not allowable as deductions. The consolidated tax provision and related accruals include estimates of the potential taxes and related interest as deemed appropriate. These estimates are reevaluated and adjusted, if appropriate, on a quarterly basis. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company.

ASC Topic 740 addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. See Note 14 for further discussion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In connection with the Debtors’ emergence from Chapter 11, the Company converted from a subchapter S corporation to a C corporation under the IRC and became subject to federal income tax. The effect of this conversion was recorded in connection with the Company’s implementation of fresh-start reporting as more fully described in Note 4 and Note 14. Accordingly, essentially all of the Company’s net deferred tax liabilities at the Effective Date were reinstated at a higher effective tax rate.

Comprehensive Income (Loss)—Comprehensive income (loss) consists of net income and other gains and losses affecting shareholder’s equity that, under U.S. GAAP, are excluded from net income. The Company’s other comprehensive income (loss) includes changes in unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. The activity for each component of the Company’s accumulated other comprehensive income (loss) is summarized in Note 19.

New Accounting Standards—In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. The guidance has additional amendments to presentation and disclosure requirements of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-01 on its consolidated financial statements.

In November 2015, the FASB issued an ASU No. 2015-17, “Income Taxes (Topic 740).” The amendments in ASU 2015-17 simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is electing to apply the amendments prospectively. Upon transition, the Company is required to disclosure the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. The Company early adopted ASU 2015-17 as of December 31, 2015, see “—Change in Accounting Principle” above. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2015, the FASB issued an ASU No. 2015-16, “Business Combinations (Topic 805).” The amendments in ASU 2015-16 simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in ASU 2015-16 are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of ASU 2015-16 with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40).” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30).” The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments. The amendments in ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The SEC staff noted that ASU 2015-03 does not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued ASU 2015-15 “Interest—Imputation of Interest (Subtopic 835-30),” which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Upon transition, the Company is required to comply with applicable disclosures for the change in accounting principle. The amendments in ASU 2015-03 and ASU 2015-15 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company will be adopting ASU 2015-03 and ASU 2015-15 on the first day of the 2016 fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40).” The amendments in ASU 2014-15 require the management of all entities, in connection with preparing financial statements for each annual and interim reporting period, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606)—Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. The amendments in ASU 2014-09 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 at the date of initial application. The Company is currently evaluating adoption methods and the impact of adopting ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting discontinued operations for all entities. The amendments also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments in ASU 2014-08 should be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted ASU 2014-08 effective on the first day of the 2015 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

NOTE 2: DISCONTINUED OPERATIONS

On August 4, 2014, the Company completed the spin-off of its principal publishing operations into an independent company, Tribune Publishing Company (“Tribune Publishing”), by distributing 98.5% of the outstanding shares of Tribune Publishing common stock to holders of the Company’s Common Stock and Warrants (the “Publishing Spin-off”). In the distribution, each holder of the Company’s Class A Common Stock, Class B Common Stock and Warrants received 0.25 of a share of Tribune Publishing common stock for each share of Common Stock or Warrant (as defined and described in Note 3) held as of the record date of July 28, 2014. Based on the number of shares of Common Stock and Warrants outstanding as of 5:00 P.M. Eastern time on July 28, 2014 and the distribution ratio, 25,042,263 shares of Tribune Publishing common stock were distributed to the Company stockholders and holders of Warrants and the Company retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of outstanding common stock of Tribune Publishing. Subsequent to the distribution, Tribune Publishing became a separate publicly-traded company with its own board of directors and senior management team. Shares of Tribune Publishing common stock are listed on the New York Stock Exchange under the symbol “TPUB.” For further information regarding the Publishing Spin-off, see the registration statement on Form 10, as amended, filed by Tribune Publishing with the SEC on July 21, 2014 and declared effective by the SEC on July 21, 2014. The registration statement is available through the SEC website at www.sec.gov.

The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations in the Company’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive (Loss) Income for all periods presented herein.

The Company received a private letter ruling (“PLR”) from the Internal Revenue Service (“IRS”) which provides that the distribution and certain related transactions qualified as tax-free to the Company, Tribune

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Publishing and the Company’s stockholders and warrantholders for U.S. federal income tax purposes. Although a PLR from the IRS generally is binding on the IRS, the PLR does not rule that the distribution satisfies every requirement for a tax-free distribution, and the parties relied on the opinion of the Company’s special tax counsel that such additional requirements have been satisfied.

In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). All of the outstanding borrowings under the Tribune Publishing senior term loan facility were distributed to Tribune Publishing in connection with the Publishing Spin-off.

The Company entered into a separation and distribution agreement, a tax matters agreement, a transition services agreement (the “TSA”), an employee matters agreement and certain other agreements with Tribune Publishing that govern the relationships between Tribune Publishing and the Company following the Publishing Spin-off.

Separation and Distribution Agreement

The separation and distribution agreement with Tribune Publishing sets forth the key provisions relating to the separation of Tribune Publishing and its related businesses from those of the Company and the distribution of 98.5% of the shares of Tribune Publishing common stock to holders of Common Stock and Warrants. The separation and distribution agreement identifies the entities and assets to be transferred to, and the liabilities and contracts to be assumed by, Tribune Publishing or the Company, as applicable, in the separation, and describes when and how these transfers and assumptions will occur.

The separation and distribution agreement also provides that, subject to certain exceptions, Tribune Publishing and the Company will indemnify each other and certain related parties, from and against any and all damages, losses, liabilities, and expenses relating to, arising out of, or resulting from, among other things: (i) their respective businesses, their assets and liabilities and their subsidiaries’ assets and liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution); (ii) their failure or the failure of certain related persons to discharge any of their, or their subsidiaries’, respective liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution or any obligation arising out of the publishing business or its assets); and (iii) a breach by the other party of the separation and distribution agreement or the various ancillary agreements.

Tax Matters Agreement

The Company entered into a tax matters agreement with Tribune Publishing that governs the respective rights, responsibilities and obligations of the Company and Tribune Publishing following the distribution with respect to taxes, including the Company’s and Tribune Publishing’s obligations to file tax returns and remit taxes, control over tax contests and the Company’s and Tribune Publishing’s obligations to cooperate after the distribution in tax return preparation and record-keeping matters.

The tax matters agreement generally provides that the Company will be responsible for all taxes (other than taxes on the distribution and related transactions) for periods before the distribution that are reportable on any tax return that includes the Company or one of its non-Tribune Publishing subsidiaries, and Tribune Publishing or one of its subsidiaries will be responsible for all such taxes reportable on any tax return that includes Tribune

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Publishing or its subsidiaries but does not include any non-Tribune Publishing subsidiaries. The Company retains responsibility for all taxes relating to the formation of and its ongoing investment in Newsday Holdings LLC.

The tax matters agreement also provides for certain restrictions on Tribune Publishing’s ability to pursue strategic or other transactions, or to take certain actions, in order to preserve the tax-free status of the distribution. The tax matters agreement further provides that Tribune Publishing and certain Tribune Publishing subsidiaries will indemnify the Company for (i) taxes on the distribution and related transactions resulting from (A) any of their actions (or failures to take certain actions) that disqualify the distribution and related transactions as tax-free or (B) any issuance of stock by Tribune Publishing or any of its affiliates or change in ownership of any such entities (other than changes in ownership solely caused by the Company) that would cause Section 355(d), Section 355(e) or Section 355(f) of the IRC to apply to the distribution, (ii) taxes on the distribution and related transactions resulting from the disqualification of the distribution due to breaches by Tribune Publishing of representations and covenants contained in the tax matters agreement and (iii) taxes of Tribune Publishing attributable to the Tribune Publishing business for which the Company is not otherwise responsible and that are not related to the distribution or any related transaction. The Company will indemnify Tribune Publishing for (i) taxes of the Company and (ii) taxes of Tribune Publishing resulting from the distribution and related transactions unless, in each case, Tribune Publishing or certain Tribune Publishing subsidiaries are otherwise responsible for such taxes as described above. However, if the distribution is taxable as a result of certain actions by both parties, the liability for such taxes is shared equally between the Company and Tribune Publishing.

Transition Services Agreement

Pursuant to the TSA, the Company provides Tribune Publishing with certain specified services on a transitional basis for a period of up to two years following the Publishing Spin-off, including support in areas such as human resources, risk management, treasury, technology, legal, real estate, procurement, and advertising and marketing in a single market. In addition, the TSA outlines the services that Tribune Publishing provides the Company on a transitional basis for a period of up to two years following the Publishing Spin-off, including in areas such as human resources, technology, legal, procurement, accounting, digital advertising operations, advertising, marketing, event management and fleet maintenance, and other areas where the Company may need assistance and support following the Publishing Spin-off. The charges for the transition services generally allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the services, plus, in some cases, the allocated direct costs of providing the services, generally without profit.

Under the TSA, the Company had gross billings to Tribune Publishing of $2 million and $19 million for the year ended December 31, 2015 and December 28, 2014, respectively, primarily related to a pass-through of costs associated with providing the continuation of certain benefits to Tribune Publishing employees following the Publishing Spin-off. The Company also incurred $1 million and $3 million of fees primarily related to technology and shared services provided by Tribune Publishing which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014, respectively.

Employee Matters Agreement

The Company and Tribune Publishing entered into an employee matters agreement that addresses the treatment of employees and former employees of each of the Company and Tribune Publishing with respect to their participation in employee benefit plans that existed prior to the distribution or that Tribune Publishing established in connection with or following the distribution, as well as certain other human resources matters relating to employee programs and labor contracts. In general, except for certain pension matters, Tribune

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Publishing retained all liabilities with respect to the employment of all their employees and former employees (other than employees of discontinued businesses) and the Company retained all liabilities pertaining to other current or former employees, including liabilities arising with respect to benefit plans prior to the distribution. Notwithstanding the foregoing, the Company retained all liabilities relating to Company-sponsored defined benefit pension plans but did not retain any liabilities relating to Tribune Publishing’s employees’ participation in multiemployer pension plans. The employee matters agreement also addresses the treatment of equity compensation for employees of both companies in connection with the distribution. See Note 17 for further information on the impact of the Publishing Spin-off on the Company’s equity incentive plan.

Discontinued Operations Results—The results of discontinued operations for the years ended December 28, 2014, December 29, 2013, and for December 31, 2012 include the historical results of Tribune Publishing prior to the Publishing Spin-off on August 4, 2014. Summarized results of the Company’s discontinued operations and the impact of associated Publishing Spin-off adjustments are as follows (in thousands):

	Successor						Predecessor
	Year Ended
	December 28, 2014(1)			December 29, 2013			December 31, 2012
Operating revenues	$	970,501		$	1,755,989		$	—
Operating profit		38,712			149,906			—
Loss on equity investments, net		(626	)		(1,187	)		—
Interest income		—			35			—
Interest expense(2)		(6,837	)		(11,042	)		—
Gain on investment transactions(3)		1,484			—			—
Reorganization items, net		(9	)		(284	)		(173,449	)
Income (loss) before income taxes		32,724			137,428			(173,449	)
Income tax expense (benefit)(4)		19,172			58,815			(69,548	)
Income (loss) from discontinued operations, net of taxes	$	13,552		$	78,613		$	(103,901	)

(1) Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

(2) In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(3) Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014.

(4) The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012.

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The results of discontinued operations for the years ended December 28, 2014 and December 29, 2013 also include $23 million and $15 million, respectively, of transaction costs, including legal and professional fees, incurred by the Company to complete the Publishing Spin-off. No such costs were incurred on December 31, 2012.

In conjunction with the Company’s emergence from bankruptcy, the Company consummated an internal restructuring pursuant to the terms of the Plan (as defined and described in Note 3). These restructuring transactions included, among other things, establishing a number of real estate holding companies. On December 21, 2012, the majority of the land and buildings owned by Tribune Publishing were transferred to these newly established real estate holding companies. In 2013, Tribune Publishing entered into lease agreements with the real estate holding companies to lease back certain land and buildings that were transferred. The initial term of these lease agreements was either five or ten years, with two optional renewal terms. Prior to the Publishing Spin-off, the revenues and expenses related to these lease agreements were treated as intercompany transactions and were not separately reflected in the Company’s consolidated financial statements. The real estate holding companies were not included in the Publishing Spin-off. Subsequent to the Publishing Spin-off, the Company has reclassified the historical intercompany rental revenues related to these leases for 2014 and 2013 totaling $24 million and $39 million, respectively, into other revenues as an increase to income from continuing operations in the Company’s Consolidated Statements of Operations due to the continuing lease arrangements between the Company and Tribune Publishing following the Publishing Spin-off. Similarly, the historical intercompany rental costs incurred by Tribune Publishing in 2014 and 2013, respectively, under these leases have been reclassified as a reduction of income (loss) from discontinued operations, net of taxes in the Company’s Consolidated Statements of Operations. There was no impact to the Company consolidated net income for any periods prior to the Publishing Spin-off as a result of these reclassifications. Subsequent to the Publishing Spin-off, all rental revenues earned by the Company under these leases with Tribune Publishing are reflected as other revenues in the Company’s Consolidated Statements of Operations.

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The following is a summary of the assets and liabilities distributed to Tribune Publishing on August 4, 2014 in connection with the Publishing Spin-off (in thousands):

Assets:
Current Assets
Cash and cash equivalents	$	59,030
Restricted cash		27,500
Accounts receivable, net		187,153
Inventories		14,623
Deferred income taxes		32,557
Prepaid expenses and other		20,956
Total current assets		341,819
Property, plant and equipment, net		160,087
Other Assets
Goodwill		35,450
Intangible assets, net		73,300
Investments		1,924
Other long-term assets		10,179
Deferred income taxes		12,352
Total other assets		133,205
Total Assets		635,111
Liabilities:
Current Liabilities
Accounts payable		39,422
Employee compensation and benefits		98,156
Debt due within one year		12,680
Deferred revenue		74,505
Accrued expenses and other current liabilities		31,031
Total current liabilities		255,794
Non-Current Liabilities
Postretirement, medical life and other benefits		45,255
Long-term debt		333,820
Other obligations		19,589
Total non-current liabilities		398,664
Net Liabilities Distributed to Tribune Publishing	$	(19,347	)

As of the date of the Publishing Spin-off, the Company allocated approximately $2 million of accumulated other comprehensive loss to Tribune Publishing, relating primarily to post-retirement medical and life insurance benefits. The Company has no material contingent liabilities relating to the discontinued operations subsequent to the date of the Publishing Spin-off.

NOTE 3: PROCEEDINGS UNDER CHAPTER 11

Chapter 11 Reorganization—On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 12, 2009, Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015 and July 24, 2015, the Bankruptcy Court entered final decrees closing 96 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.

The Company’s consolidated financial statements for December 31, 2012 include the accounts of the Debtors and certain direct and indirect wholly-owned subsidiaries which had not filed petitions for relief under Chapter 11 of the Bankruptcy Code as of or subsequent to the Petition Date and were, therefore, not Debtors as of December 31, 2012.

From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In general, as debtors-in-possession, the Debtors were authorized under Chapter 11 of the Bankruptcy Code to continue to operate as ongoing businesses, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.”

Plan of Reorganization—In order to emerge from Chapter 11, a Chapter 11 plan that satisfies the requirements of the Bankruptcy Code and provides for emergence from bankruptcy as a going concern must be proposed and confirmed by a bankruptcy court. A plan of reorganization addresses, among other things, prepetition obligations, sets forth the revised capital structure of the newly-reorganized entities and provides for their corporate governance subsequent to emergence from court supervision under Chapter 11.

On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Creditors’ Committee (defined below) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section below for a description of the terms and conditions of the confirmed Plan.

The Debtors’ plan of reorganization was the product of extensive negotiations and contested proceedings before the Bankruptcy Court, principally relating to the resolution of certain claims and causes of action arising between certain of the Company’s creditors in connection with the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor and the Tribune Company employee stock ownership plan (the “ESOP”), EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007.

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The Debtors’ emergence from bankruptcy as a restructured company was subject to the consent of the Federal Communications Commission (the “FCC”) for the assignment of the Debtors’ FCC broadcast and auxiliary station licenses to the Reorganized Debtors. On April 28, 2010, the Debtors filed applications with the FCC to obtain FCC approval for the assignment of the FCC licenses from the Debtors as “debtors-in possession” to the Reorganized Debtors. On November 16, 2012, the FCC released a Memorandum Opinion and order (the “Exit Order”) granting the Company’s applications to assign its broadcast and auxiliary station licenses from the debtors-in-possession to the Company’s licensee subsidiaries. In the Exit Order, the FCC granted the Reorganized Debtors a permanent newspaper/broadcast cross-ownership waiver in the Chicago market, temporary newspaper/broadcast cross-ownership waivers in the New York, Los Angeles, Miami-Fort Lauderdale and Hartford-New Haven markets and two other waivers permitting common ownership of television stations in Connecticut and Indiana. See the “FCC Regulation” section of Note 13 for further information.

Following receipt of the FCC’s consent to the implementation of the Plan, but prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies.

On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, the ownership of the Company changed from the ESOP to certain of the Company’s creditors on the Effective Date. On January 17, 2013, the board of directors of Reorganized Tribune Company (the “Board”) appointed a chairman of the Board and a new chief executive officer. Such appointments were effective immediately.

In connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Company was forgiven, (iii) all of the Company’s $0.01 par value common stock held by the ESOP was canceled, including the 8,294,000 of the shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 (as further described below) and (iv) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC. See Note 14 for further information. On the Effective Date, the $37 million reported as common shares held by ESOP, net of unearned compensation, was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) as part of the Successor’s adoption of fresh-start reporting. Furthermore, on the Effective Date the Predecessor Warrants (as defined and described below) were cancelled and the $225 million subordinated promissory note due December 20, 2018 (including accrued and unpaid interest) was terminated and extinguished. As a result of the cancellation of the Predecessor Warrants, the $255 million fair value attributed to the Predecessor Warrants was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) on the Effective Date as part of the Successor’s adoption of fresh-start reporting. See Note 4 for additional information on the adoption of fresh-start reporting.

Terms of the Plan—The following is a summary of the material settlements and other agreements entered into, distributions made and transactions consummated by the Company on or about the Effective Date pursuant to, and in accordance with, the terms of the Plan. The following summary only highlights certain of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan and the agreements and other documents related thereto, including those described below.

• Cancellation of certain prepetition obligations: On the Effective Date, the Debtors’ prepetition equity (other than equity interests in subsidiaries of Tribune Company), debt and certain other obligations were cancelled, terminated and/or extinguished, including: (i) the 56,521,739 shares of the Predecessor’s $0.01 par value common stock held by the ESOP, (ii) the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders, (iii) the aggregate $225 million subordinate promissory notes (including accrued and unpaid interest) held by the Zell Entity and certain other minority interest holders, (iv) all of the Predecessor’s other outstanding notes and debentures and the indentures governing such notes and debentures (other than for purposes of allowing holders of the notes to receive distributions under the Plan and allowing the trustees for the senior noteholders and the holders of the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”) to exercise certain limited rights), and (v) the Predecessor’s prepetition credit facilities applicable to the Debtors (other than for purposes of allowing creditors under a $8.028 billion senior secured credit agreement (as amended, the “Credit Agreement”) to receive distributions under the Plan and allowing the administrative agent for such facilities to exercise certain limited rights).

• Assumption of prepetition executory contracts and unexpired leases: On the Effective Date, any prepetition executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed by the applicable Reorganized Debtors, including certain prepetition executory contracts for broadcast rights.

• Distributions to Creditors: On the Effective Date (or as soon as practicable thereafter), (i) holders of allowed senior loan claims received approximately $2.9 billion in cash, approximately 98.2 million shares of Common Stock and Warrants (as defined and described below), plus interests in the Litigation Trust (as defined and described below), (ii) holders of allowed claims related to a $1.6 billion twelve-month bridge facility entered into on December 20, 2007 (the “Bridge Facility”) received a pro rata share of $65 million in cash (equal to approximately 3.98% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iii) holders of allowed senior noteholder claims (including the fee claims of indenture trustees for the senior notes) received a pro rata share of either $431 million of cash or a “strip” of consideration consisting of 6.27% of the proceeds from a term loan facility (see the “Exit Financing Facilities” section of Note 10), common stock or warrants in Reorganized Tribune Company and cash (collectively, a “Strip”) (on average, equal to approximately 33.3% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iv) holders of allowed other parent claims received either (a) cash or a Strip in an amount equal to approximately 35.18% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million or (b) cash or a Strip in an amount equal to approximately 32.73% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million plus interests in the Litigation Trust (as defined and described below), (v) holders of allowed general unsecured claims against the Debtors other than Tribune Company and convenience claims against Tribune Company received cash in an amount equal to 100% of their allowed claim, and (vi) holders of unclassified claims, priority non-tax claims and certain other secured claims received cash in an amount equal to 100% of their allowed claim. In the aggregate, Reorganized Tribune Company distributed approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants (as defined and described below) with a fair value determined pursuant to the Plan of approximately $4.536 billion and interests in the Litigation Trust (as

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

defined and described below). The cash distribution included the $727 million of restricted cash and cash equivalents and the proceeds from a term loan which was entered into on the Effective Date and subsequently extinguished in 2013 (see the “Exit Financing Facilities” section of Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to certain restricted accounts for the limited purpose of funding certain future claim payments and professional fees.

In addition, on the Effective Date, letters of credit issued under the Predecessor’s debtor-in-possession facility were replaced with new letters of credit under a new revolving credit facility and subsequently terminated. All allowed priority tax and non-tax claims and other secured claims not paid on the Effective Date and subsidiary interests were reinstated and allowed administrative expense claims will be paid in full when due.

• Issuance of new equity securities: Effective as of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). Any holder (with the exception of AG, JPMorgan and Oaktree, each of which previously submitted ownership information to the FCC) who possessed greater than 4.99% of the Class A Common stock after allocation of the Warrants and holders making voluntary elections, were instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of Reorganized Tribune Company’s Class A Common Stock in order to comply with the FCC ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of the Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitation noted above, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. In addition, on the Effective Date, Reorganized Tribune Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which Reorganized Tribune Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). Reorganized Tribune Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions.

Furthermore, pursuant to Reorganized Tribune Company’s certificate of incorporation and the Warrant Agreement, in the event Reorganized Tribune Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of Reorganized Tribune Company under any federal communications laws, or subject Reorganized Tribune Company to any regulation under any federal communications laws to which Reorganized Tribune Company would not be subject, but for such ownership or proposed ownership, Reorganized Tribune Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by Reorganized Tribune Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of Reorganized Tribune Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into

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shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of Reorganized Tribune Company for Warrants to acquire the same number and class of shares of capital stock in Reorganized Tribune Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise other appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. As permitted under the Plan, the Reorganized Debtors have adopted an equity incentive plan for the purpose of granting awards to directors, officers and employees of Reorganized Tribune Company and its subsidiaries.

• Registration Rights Agreement: On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to AG (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 for further information.

• Exit credit facilities: On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”), the proceeds of which were used to fund certain required distributions to creditors under the Plan. In addition, on the Effective Date, Reorganized Tribune Company, along with certain of its reorganized operating subsidiaries as additional borrowers, entered into a secured asset-based revolving credit facility of up to $300 million, subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A., to fund ongoing operations. See the “Exit Financing Facilities” section of Note 10 for further information.

• Settlement of certain causes of action related to the Leveraged ESOP Transactions: The Plan provided for the settlement of certain causes of action arising in connection with the Leveraged ESOP Transactions, against the lenders under the Credit Agreement, JPMorgan as administrative agent under the Credit Agreement, the agents, arrangers, joint bookrunner and other similar parties under the Credit Agreement, the lenders under the Bridge Facility and the administrative agent under the Bridge Facility. It also included a “Step Two/Disgorgement Settlement” of claims for disgorgement of prepetition payments made by the Predecessor on account of the debt incurred in connection with the closing of the second step of the Leveraged ESOP Transactions on December 20, 2007 against parties who elected to participate in such settlement. These settlements resulted in incremental recovery to creditors other than lenders under the Credit Agreement and the Bridge Facility of approximately $521 million above their “natural” recoveries absent such settlements.

• The Litigation Trust: On the Effective Date, except for those claims released as part of the settlements described above, all other causes of action related to the Leveraged ESOP Transactions held by the Debtors’ estates and preserved pursuant to the terms of the Plan (the “Litigation Trust Preserved Causes of Action”) were transferred to a litigation trust formed, pursuant to the Plan, to pursue the Litigation Trust Preserved Causes of Action for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). The Litigation Trust is managed by an independent third party trustee (the “Litigation Trustee”) and advisory board and, pursuant to the terms of the agreements forming the Litigation Trust, Reorganized Tribune Company is not able to exert any control or influence over the administration of the Litigation Trust, the pursuit of the Litigation Trust Preserved Causes of Action or any other activities of the Litigation Trust. In connection with the formation of the Litigation Trust, and pursuant to the terms of the Plan, Reorganized Tribune Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust on the Effective Date. Subject to the

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Litigation Trust’s right to maintain an expense fund of up to $25 million, under the terms of the Litigation Trust Loan Agreement, the Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Concurrent with the disbursement of the $20 million loan to the Litigation Trust on the Effective Date, the Predecessor recorded a valuation allowance of $20 million against the principal balance of the loan given the uncertainty as to the timing and amount of principal repayments to be received in the future. The charge to establish the valuation allowance is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 (see Note 4 for further information). In addition, pursuant to certain agreements entered into between Reorganized Tribune Company and the Litigation Trust, on the Effective Date in accordance with the Plan, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of the Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating to the Litigation Trust Preserved Causes of Action, provided, however, that the Litigation Trust is required to reimburse Reorganized Tribune Company for reasonable and documented out-of-pocket expenses, subject to limited exceptions, in performing its obligations under such agreements up to a cap of $625,000. Reorganized Tribune Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that Reorganized Tribune Company’s costs significantly exceed $625,000. On January 4, 2013, Reorganized Tribune Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by Reorganized Tribune Company, the fair market value of the Litigation Trust Preserved Causes of Action as of the Effective Date was $358 million.

• Other Plan provisions: The Plan and Confirmation Order also contain various discharges, injunctive provisions and releases that became operative on the Effective Date.

Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, Reorganized Tribune Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012. Claims of general unsecured creditors that become allowed on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance.

Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations.

Confirmation Order Appeals—Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and PHONES and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008, 4.875% notes due

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2010, 5.25% notes due 2015, 7.25% debentures due 2013 and 7.5% debentures due 2023. Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by the Zell Entity (the Zell Entity, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. (In re Tribune Co.), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014.

The Appellants seek, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions that was embodied in the Plan (see above for a description of the terms and conditions of the confirmed Plan). WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013, Reorganized Tribune Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition remains pending. If the Appellants succeed on appeal, including on any appeal of the Third Circuit’s order, the Company’s financial condition may be adversely affected.

Certain Causes of Action Arising From the Leveraged ESOP Transactions—On April 1, 2007, the Predecessor’s board of directors (the “Predecessor Board”), based on the recommendation of a special committee of the Predecessor Board comprised entirely of independent directors, approved the Leveraged ESOP Transactions with the ESOP, the Zell Entity and Samuel Zell. On December 20, 2007, the Predecessor completed the Leveraged ESOP Transactions, which culminated in the cancellation of all issued and outstanding shares of the Predecessor’s common stock as of that date, other than shares held by the Predecessor or the ESOP, and with the Predecessor becoming wholly-owned by the ESOP. The Leveraged ESOP Transactions consisted of a series of transactions that included the following:

• On April 1, 2007, the Predecessor entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, a separate trust which forms a part of the ESOP, Tesop Corporation, a Delaware corporation wholly-owned by the ESOP (“Merger Sub”), and the Zell Entity (solely for the limited purposes specified therein) providing for Merger Sub to be merged with and into Tribune Company, and following such merger, the Predecessor to continue as the surviving corporation wholly-owned by the ESOP (the “Merger”).

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• On April 1, 2007, the ESOP purchased 8,928,571 shares of the Predecessor’s common stock at a price of $28.00 per share. The ESOP paid for this purchase with a promissory note in the principal amount of $250 million, to be repaid by the ESOP over the 30-year life of the loan through its use of annual contributions from the Predecessor to the ESOP and/or distributions paid on the shares of common stock held by the ESOP. Upon consummation of the Merger (as described below), the 8,928,571 shares of the Predecessor’s common stock held by the ESOP were converted into 56,521,739 shares of common stock and represented the only outstanding shares of capital stock of the Predecessor after the Merger. Approximately 8,294,000 of the shares held by the ESOP were committed for release or allocated to employees at December 30, 2012. On April 25, 2007, the Predecessor commenced a tender offer to repurchase up to 126 million shares of common stock that were then outstanding at a price of $34.00 per share in cash (the “Share Repurchase”). The tender offer expired on May 24, 2007 and 126 million shares of the Predecessor’s common stock were repurchased for an aggregate purchase price of $4.289 billion on June 4, 2007 utilizing proceeds from the Credit Agreement and subsequently retired.

• On December 20, 2007, the Predecessor completed its merger with Merger Sub, with the Predecessor surviving the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger, other than shares held by the Predecessor, the ESOP or Merger Sub immediately prior to the Merger (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was cancelled and automatically converted into the right to receive $34.00, without interest and less any applicable withholding taxes, and the Predecessor became wholly-owned by the ESOP. As a result, the Predecessor repurchased approximately 119 million shares for an aggregate purchase price of $4.032 billion.

• In the Merger, the Zell Entity received cash for the shares of the Predecessor’s common stock it had acquired pursuant to the Zell Entity Purchase Agreement and the Predecessor repaid the exchangeable promissory note held by the Zell Entity including approximately $6 million of accrued interest. In addition, the Predecessor paid to the Zell Entity a total of $5 million in legal fee reimbursements, of which $3 million was previously paid following the Share Repurchase described above. Following the consummation of the Merger, the Zell Entity purchased, for an aggregate of $315 million, a $255 million subordinated promissory note at stated interest rate of 4.64% and a 15-year warrant (the “Predecessor Warrants”). For accounting purposes, the subordinated promissory note and 15-year warrant were recorded at fair value of $255 million based on the relative fair value method. The warrant entitled the Zell Entity to purchase 43,478,261 shares of the Predecessor’s common stock (subject to adjustment), which then represented approximately 40% of the economic equity interest in the Predecessor following the Merger (on a fully-diluted basis, including after giving effect to share equivalents granted under a new management equity incentive plan which is described in Note 17). The warrant had an initial aggregate exercise price of $500 million, increasing by $10 million per year for the first 10 years of the warrant, for a maximum aggregate exercise price of $600 million (subject to adjustment). Thereafter and prior to the Petition Date, the Zell Entity assigned minority interests in the initial subordinated promissory note and the warrant, totaling approximately $65 million of the aggregate principal amount of the subordinated promissory note and warrants to purchase 12,611,610 shares, to certain permitted assignees, including entities controlled by certain members of the Predecessor’s board of directors and certain senior employees of Equity Group Investments, LLC (“EGI”), an affiliate of the Zell Entity. The subordinated promissory notes, which included $10 million of payable-in-kind interest recorded in 2008, were included in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, in accordance with the terms of the Plan, the warrants were cancelled and the $225 million subordinated promissory notes (including accrued and unpaid interest) were terminated and extinguished.

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The Leveraged ESOP Transactions and certain debt financings were the subject of extensive review by the Debtors, including substantial document review and legal and factual analyses of these transactions as a result of the prepetition debt incurred and payments made by the Company in connection therewith. Additionally, the Creditors’ Committee and certain other constituencies undertook their own reviews and due diligence concerning these transactions, with which the Debtors cooperated.

On November 1, 2010, with authorization from the Bankruptcy Court, the Creditors’ Committee initiated two adversary proceedings: Official Comm. Of Unsecured Creditors v. JPMorgan Chase Bank, N.A. (In re Tribune Co.), Case No. 10-53963, (the “JPMorgan Complaint”) and Official Comm. Of Unsecured Creditors v. FitzSimons (In re Tribune Co.), Case No. 10-54010 (as subsequently modified, the “FitzSimons Complaint”), which assert claims and causes of action related to the Leveraged ESOP Transactions including, among other things, breach of duty, disgorgement, professional malpractice, constructive and intentional fraudulent transfer, and preferential transfer actions against certain of Tribune Company’s senior lenders and various non-lender parties, including current and former directors and officers of Tribune Company and its subsidiaries, certain advisors, certain former shareholders of Tribune Company and Samuel Zell and related entities. The Bankruptcy Court imposed a stay of proceedings with respect to the JPMorgan Complaint and the FitzSimons Complaint. With limited exceptions, the claims and causes of action set forth in the JPMorgan Complaint against JPMorgan and other senior lenders named as defendants therein were settled pursuant to the Plan. For administrative ease in effectuating the settlement embodied in the Plan, on April 2, 2012, the Creditors’ Committee initiated an additional adversary proceeding relating to the Leveraged ESOP Transactions against certain advisors to the Company, captioned Official Comm. Of Unsecured Creditors v. Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc. (In re Tribune Co.), Case No. 12-50446, (the “Committee Advisor Complaint”). The Committee Advisor Complaint re-states certain counts of the JPMorgan Complaint and seeks to avoid and recover the advisor fees paid to the defendants in connection with the Leveraged ESOP Transactions as alleged fraudulent and preferential transfers, seeks compensatory damages against the defendants for allegedly aiding and abetting breaches of fiduciary duty by the Company’s directors and officers, and seeks damages for professional malpractice against the defendants. The claims and causes of action set forth in the FitzSimons Complaint and the Committee Advisor Complaint were preserved under the Plan and transferred to the Litigation Trust established pursuant to the Plan. Pursuant to certain agreements between Reorganized Tribune Company and the Litigation Trust, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of these and other Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating thereto.

On or about June 2, 2011, Deutsche Bank, Law Debenture and WTC, as indenture trustees for Tribune Company’s senior noteholders and PHONES, and, separately, certain retirees, filed approximately 50 complaints in over 20 different federal and state courts, seeking to recover amounts paid to all former shareholders of Tribune Company whose stock was purchased or cash settled in conjunction with the Leveraged ESOP Transactions under state law constructive fraudulent transfer causes of action (collectively and as subsequently amended, the “SLCFC Actions”). Those complaints named over 2,000 individuals and entities as defendants, included thousands of “doe” defendants, and also asserted defendant class actions against the balance of the approximately 38,000 individuals or entities who held stock that was purchased or redeemed via the Leveraged ESOP Transactions. The named defendants also included a Debtor subsidiary of Reorganized Tribune Company, certain current employees of Reorganized Tribune Company and certain benefit plans of Reorganized Tribune Company. The SLCFC Actions were independent of the Litigation Trust Preserved Causes of Action and were brought for the sole benefit of the senior noteholders and PHONES and/or certain retirees and not for the benefit of all of the Company’s creditors.

On August 16, 2011, the plaintiffs in the SLCFC Actions filed a motion to have all the SLCFC Actions removed to federal court during the pre-trial stages through multi-district litigation (“MDL”) proceedings before

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a single judge. All but one of these actions were transferred on December 19, 2011 (or by additional orders filed in early January 2012) to the United States District Court for the Southern District of New York (the “NY District Court”) under the consolidated docket numbers 1:11-md-02296 and 1:12-mc-02296 for pre-trial proceedings. The NY District Court entered a case management order on February 23, 2012 allowing all pending motions to amend the complaints in the SLCFC Actions and directing the defendants to form an executive committee representing defendants with aligned common interests. The NY District Court imposed a stay of proceedings with respect to the SLCFC Actions for all other purposes. The one SLCFC Action that was not transferred to the NY District Court is pending before a state court. However, no current or former employees, directors, officers or subsidiaries of Reorganized Tribune Company are named defendants in that action.

In related actions, on December 19, 2011, the Zell Entity and related entities filed two lawsuits in Illinois state court alleging constructive fraudulent transfer against former shareholders of Tribune Company. These suits proposed to protect the Zell Entity’s right to share in any recovery from fraudulent conveyance actions against former shareholders. These actions were independent of the Litigation Trust Preserved Causes of Action. By order dated June 11, 2012, the MDL panel transferred one of the lawsuits to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings, while the other was subsequently voluntarily dismissed.

On March 15, 2012, the Bankruptcy Court entered an order, effective June 1, 2012, lifting the stay in each of the SLCFC Actions and the FitzSimons Complaint. On March 20, 2012, the MDL panel entered an order transferring the FitzSimons Complaint to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings. By order dated August 3, 2012, the MDL panel transferred the Committee Advisor Complaint to the NY District Court to be heard with the FitzSimons Complaint and the consolidated SLCFC Actions in the MDL proceedings. By order dated May 21, 2013, the MDL panel transferred 18 Preference Actions (as defined and described below) seeking to recover certain payments made by Tribune Company to certain of its current and former executives in connection with the Leveraged ESOP Transactions from the Bankruptcy Court to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings.

The NY District Court presiding over the MDL proceedings held a case management conference on July 10, 2012 for the purpose of establishing the organizational structure of the cases, a schedule for motions to dismiss and discovery and other issues related to the administration of such proceedings, but otherwise stayed all other activity. On September 7, 2012, the NY District Court issued a case management order (“Master Case Order No. 3”) designating liaison counsel for the plaintiffs and various defendant groups and approved the formation of the executive committee for plaintiffs’ counsel and defendants’ counsel. In accordance with Master Case Order No. 3, counsel for the defendants filed motions to dismiss the SLCFC Actions based on certain statutory and jurisdictional defenses (the “Phase One Motions to Dismiss”). The plaintiffs filed their responses to the Phase One Motions to Dismiss on December 21, 2012. The NY District Court heard oral arguments on the Phase One Motions to Dismiss on May 23, 2013 and on May 29, 2013 issued an order denying certain of those motions in their entirety and reserving a decision on certain defenses raised by the defendants. On September 23, 2013, the NY District Court entered an order dismissing the SLCFC Actions (except for the one action, pending in California state court, which had not been transferred to the MDL) and the related action filed by the Zell Entity that was consolidated with the SLCFC Actions. The plaintiffs in the SLCFC Actions filed a notice of appeal of that order on September 30, 2013. The defendants’ liaison counsel filed a joint notice of cross-appeal of that order on behalf of all represented defendants on October 28, 2013. The U.S. Court of Appeals for the Second Circuit heard oral arguments on the appeals on November 5, 2014. The appeals remain pending. No appeal of the order was lodged by the Zell Entity.

On June 4, 2013, the Litigation Trustee sought leave from the NY District Court to amend the FitzSimons Complaint and the Committee Advisor Complaint. The NY District Court granted that request on July 22, 2013,

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and the FitzSimons Complaint was amended on August 2, 2013 and the Committee Advisor Complaint was amended on August 13, 2013. On November 20, 2013, the NY District Court issued a case management order (“Master Case Order No. 4”), which authorized the Litigation Trustee to continue the FitzSimons Complaint in accordance with a court-ordered protocol. Thereafter, pursuant to Master Case Order No. 4, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain former shareholder defendants who received less than $50,000 on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions. On February 28, 2014, the NY District Court entered an order establishing a second protocol pursuant to Master Case Order No. 4 (the “Joint Dismissal Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if the amounts such defendants received on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions were below certain thresholds. Pursuant to the Joint Dismissal Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain additional former shareholder defendants. On April 24, 2014, the NY District Court entered an order establishing a third protocol pursuant to Master Case Order No. 4 (the “Conduit Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if such defendants were “mere conduits” and not transferees of transfers to holders of Tribune Company common stock in connection with the Leveraged ESOP Transactions. Pursuant to the Conduit Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain defendants and eliminated certain transfer amounts listed in the FitzSimons Complaint for which the corresponding defendants were mere conduits. Also on April 24, 2014, the NY District Court entered an order establishing a schedule and procedures for defendants and the Litigation Trustee to brief additional motions to dismiss the FitzSimons Complaint and the Committee Advisor Complaint (the “Phase Two Motions to Dismiss”). Briefing on the first of the contemplated Phase Two Motions to Dismiss, which sought to dismiss Count I of the FitzSimons Complaint against all former shareholder defendants, was completed on or about July 3, 2014 and that motion remains under advisement with the NY District Court.

Preference Actions—The Debtors and the Creditors’ Committee commenced numerous avoidance actions seeking to avoid and recover certain transfers that had been made to or for the benefit of various creditors within the 90 days prior to the Petition Date (or one year prior to the Petition Date, in the case of transfers to or for the benefit of current or former alleged “insiders,” as defined in the Bankruptcy Code, of the Debtors), which are commonly known as preference actions (the “Preference Actions”), shortly before the statute of limitation for bringing such actions expired on December 8, 2010. The Preference Actions for which the Debtors or Creditors’ Committee filed complaints were stayed by order of the Bankruptcy Court upon their filing.

Certain of the Preference Actions brought or tolled by the Creditors’ Committee were preserved and transferred to the Litigation Trust on or after the Effective Date. Certain of those Preference Actions were dismissed by the Litigation Trustee and, as noted above, 18 of those Preference Actions were transferred to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings. The Preference Actions that were transferred to the Litigation Trust, if successful, will inure to the benefit of the Debtors’ creditors that received interests in the Litigation Trust pursuant to the terms of the Plan. Certain other Preference Actions brought or tolled by the Creditors’ Committee were transferred to the Reorganized Debtors on or after the Effective Date. Those Preference Actions, along with the Preference Actions that were originally commenced by the Debtors and retained by the Reorganized Debtors pursuant to the Plan, have all been dismissed by the Reorganized Debtors, and the tolling agreements involving the Preference Actions that were transferred to or retained by the Reorganized Debtors have also been terminated or allowed to expire.

As part of the Chapter 11 claims process, a number of the Company’s former directors and officers who have been named in the FitzSimons Complaint and/or the Preference Actions that were transferred to the Litigation Trust have filed indemnity and other related claims against the Company for claims brought against them in these lawsuits. Under the Plan, such indemnity-type claims against the Company must be set off against

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

any recovery by the Litigation Trust against any of the directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims.

Resolution of Outstanding Prepetition Claims—Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against a debtor, including most actions to collect prepetition indebtedness or to exercise control over the property of the debtor’s estate. Substantially all prepetition liabilities are subject to compromise under a plan of reorganization approved by the Bankruptcy Court. Shortly after commencing their Chapter 11 proceedings, the Debtors notified all known current or potential creditors of the Chapter 11 filings.

On March 23, 2009, the Debtors filed initial schedules with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Petition Date and Tribune CNLBC filed its initial schedules of assets and liabilities in October 2009 (as subsequently amended, the “Schedules of Assets and Liabilities”). The Schedules of Assets and Liabilities contain information identifying the Debtors’ executory contracts and unexpired leases, the creditors that may hold claims against the Debtors and the nature of such claims. On March 25, 2009, the Bankruptcy Court set June 12, 2009 as the general bar date, which was the final date by which most entities that wished to assert a prepetition claim against the Debtors were required to file a proof of claim in writing. On June 7, 2010, the Bankruptcy Court set July 26, 2010 as the general bar date for filing certain proofs of claim against Tribune CNLBC.

ASC Topic 852, “Reorganizations” requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business.

As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Additional claims were filed after the Effective Date, including to amend or supplement previously filed claims. Additional claims were also included in the Debtors’ respective Schedules of Assets and Liabilities which were filed with the Bankruptcy Court. Amounts and payment terms for these claims, if applicable, were established in the Plan. The filed proofs of claim asserted liabilities in excess of the amounts reflected in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 plus certain additional unliquidated and/or contingent amounts. During the Debtors’ Chapter 11 proceedings, the Debtors investigated the differences between the claim amounts recorded by the Debtors and claims filed by creditors. As of February 29, 2016, approximately 3,292 proofs of claim had been withdrawn or expunged as a result of the Debtors’ evaluation of the filed proofs of claim and their efforts to reduce and/or eliminate invalid, duplicative and/or over-stated claims. In addition, approximately 3,750 proofs of claim had been settled or otherwise satisfied pursuant to the terms of the Plan. However, as of February 29, 2016, 413 proofs of claim remain subject to further evaluation by Reorganized Tribune Company and further adjustments, of which 3 proofs of claim relate to Tribune Publishing Debtor cases and were assumed by Tribune Publishing in connection with the Publishing Spin-off. Adjustments may result from, among other things, negotiations with creditors, further orders of the Bankruptcy Court and, in certain instances, litigation. The ultimate amounts to be paid in settlement of each of these claims will continue to be subject to uncertainty for a period of time after the Effective Date. Although the allowed amount of these unresolved claims has not been determined, the Predecessor’s liabilities subject to compromise associated with these unresolved claims, if any, have been discharged upon emergence from Chapter 11 in exchange for the treatment outlined in the Plan.

Pursuant to the terms of the Plan and subject to certain specified exceptions, on the Effective Date, all executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed in accordance with, and subject to, the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code.

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Reorganization Items, Net—ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business. Accordingly, revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported in reorganization items, net in the Successor’s and Predecessor’s Consolidated Statements of Operations included herein. Reorganization costs generally include provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts. Reorganization costs also include professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.

Reorganization items, net included in the Successor’s Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015 and in the Predecessor’s Consolidated Statements of Operations for December 31, 2012 consisted of the following (in thousands):

	Successor							Predecessor
	2015		2014		2013			December 31, 2012
Reorganization costs, net:
Professional advisory fees	$	270	$	4,272	$	13,515		$	—
Contract rejections and claim settlements		222		575		(446	)		—
Other		1,045		2,421		3,862			—
Total reorganization costs, net		1,537		7,268		16,931			—
Reorganization adjustments, net		—		—		—			(4,734,050	)
Fresh-start reporting adjustments, net		—		—		—			(3,550,264	)
Total reorganization items, net	$	1,537	$	7,268	$	16,931		$	(8,284,314	)

As provided by the Bankruptcy Code, the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) appointed an official committee of unsecured creditors (the “the Creditors’ Committee”) on December 18, 2008. Prior to the Effective Date, the Creditors’ Committee was entitled to be heard on most matters that came before the Bankruptcy Court with respect to the Debtors’ Chapter 11 cases. Among other things, the Creditors’ Committee consulted with the Debtors regarding the administration of the Debtors’ Chapter 11 cases, investigated matters relevant to the Chapter 11 cases, including the formulation of the Plan, advised unsecured creditors regarding the Chapter 11 cases, and generally performed any other services as were in the interests of the Debtors’ unsecured creditors. The Debtors were required to bear certain of the Creditors’ Committee’s costs and expenses, including those of their counsel and other professional advisors. Such costs are included in the Successor’s and Predecessor’s professional advisory fees. The appointment of the Creditors’ Committee terminated on the Effective Date, except with respect to the preparation and prosecution of the Creditors’ Committee’s requests for the payment of professional advisory fees and reimbursement of expenses, the evaluation of fee and expense requests of other parties, and the transfer of certain documents, information and privileges from the Creditors’ Committee to the Litigation Trust. Professional and advisory fees included in the above summary for 2013 also pertained to the post-emergence activities related to the implementation of the Plan and other transition costs attributable to the reorganization and the resolution of unresolved claims.

Other reorganization costs for 2015, 2014, 2013 and for December 31, 2012 pertained to administrative expenses directly related to the reorganization, including fees paid to the U.S. Trustee and the bankruptcy voting and claims administration agent.

The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and potentially in future periods. These expenses will include primarily professional advisory fees and other costs related to the resolution of unresolved claims.

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Other reorganization items include adjustments recorded to reflect changes in the Predecessor’s capital structure as a consequence of the reorganization under Chapter 11 as well as adjustments recorded to reflect changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date (see Note 4 for further information).

Operating net cash outflows resulting from reorganization costs for 2015, 2014, and 2013 and for December 31, 2012 totaled $3 million, $8 million, $132 million and $74 million, respectively, and were principally for the payment of professional advisory fees and other fees in each year. All other items included in reorganization costs in 2015, 2014, and 2013 and for December 31, 2012 are primarily non-cash adjustments.

The Predecessor’s Consolidated Statement of Operations for December 31, 2012 included other reorganization items totaling $8.284 billion before taxes ($7.214 billion after taxes) arising from reorganization and fresh-start reporting adjustments, exclusive of a $104 million loss reflected in income (loss) from discontinued operations, net of taxes. Reorganization adjustments, which were recorded to reflect the settlement of prepetition liabilities and changes in the Predecessor’s capital structure arising from the implementation of the Plan, resulted in a net reorganization gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. Fresh-start reporting adjustments, which were recorded as a result of the adoption of fresh-start reporting as of the Effective Date in accordance with ASC Topic 852, resulted in a net gain of $3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. The net gain resulted primarily from adjusting the Predecessor’s net carrying values for certain assets and liabilities to their fair values in accordance with ASC Topic 805, “Business Combinations,” recording related adjustments to deferred income taxes and eliminating the Predecessor’s accumulated other comprehensive income (loss) as of the Effective Date. See Note 4 for additional information regarding these other reorganization items.

NOTE 4: FRESH-START REPORTING

Financial Statement Presentation—Reorganized Tribune Company adopted fresh-start reporting on the Effective Date in accordance with ASC Topic 852. All conditions required for the adoption of fresh-start reporting were satisfied by Reorganized Tribune Company on the Effective Date as (i) the ESOP, the holder of all of the Predecessor’s voting shares immediately before confirmation of the Plan, did not receive any voting shares of Reorganized Tribune Company or any other distributions under the Plan, and (ii) the reorganization value of the Predecessor’s assets was less than the postpetition liabilities and allowed prepetition claims.

The adoption of fresh-start reporting by Reorganized Tribune Company resulted in a new reporting entity for financial reporting purposes reflecting the Successor’s capital structure and with no beginning retained earnings (deficit) as of the Effective Date. Any presentation of the Company’s consolidated financial statements as of and for periods subsequent to the Effective Date represents the financial position, results of operations and cash flows of a new reporting entity and will not be comparable to any presentation of the Predecessor’s consolidated financial statements as of and for periods prior to the Effective Date, and the adoption of fresh-start reporting. The accompanying consolidated financial statements as of and for the year ended December 30, 2012 have not been adjusted to reflect any changes in the Predecessor’s capital structure as a result of the Plan nor have they been adjusted to reflect any changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting.

In accordance with ASC Topic 852, the Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes only (i) reorganization adjustments which resulted in a net gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes and (ii) fresh-start reporting adjustments which resulted in a net gain of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. These adjustments are further summarized and described below. The Predecessor’s Consolidated Statements of Operations and Cash Flows for December 31, 2012 exclude the results of operations and cash flows arising from the Predecessor’s business operations on December 31, 2012. Because the Predecessor’s December 31, 2012 results of operations and cash flows were not material, the Company elected to report them as part of Reorganized Tribune Company’s results of operations and cash flows for the first quarter of 2013.

Enterprise Value/Reorganization Value—ASC Topic 852 requires, among other things, a determination of the entity’s reorganization value and an allocation of such reorganization value, as of the Effective Date, to the fair value of its tangible assets, finite-lived intangible assets and indefinite-lived intangible assets in accordance with the provisions of ASC Topic 805. The reorganization value represents the amount of resources available, or that become available, for the satisfaction of postpetition liabilities and allowed prepetition claims, as negotiated between the entity’s debtors and their creditors. This value is viewed as the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets of the entity immediately after emergence from bankruptcy. In connection with the Debtors’ Chapter 11 cases, the Debtors’ financial advisor undertook a valuation analysis to determine the value available for distribution to holders of allowed prepetition claims. The distributable value of Reorganized Tribune was determined utilizing a combination of enterprise valuation methodologies, including a comparable company analysis, a discounted cash flow (“DCF”) analysis and a precedent transaction analysis, plus the estimated cash on hand as of the measurement date and the estimated fair value of the Company’s investments. The enterprise valuation methodologies are further described in the “Methodology, Analysis and Assumptions” section below. Based on then current and anticipated economic conditions and the direct impact of these conditions on Reorganized Tribune Company’s business, this analysis estimated a range of distributable value from the Debtors’ estates from $6.917 billion to $7.826 billion with an approximate mid-point of $7.372 billion. The confirmed Plan contemplates a distributable value of Reorganized Tribune Company of $7.372 billion. The distributable value implies an initial equity value for Reorganized Tribune Company of $4.536 billion after reducing the distributable value for cash distributed (or to be distributed) pursuant to the Plan and $1.100 billion of new debt. This initial equity value was the basis for determining the reorganization value in accordance with ASC Topic 805. The calculation of reorganization value is further described in the “Fresh-Start Condensed Consolidated Balance Sheet” section below.

Methodology, Analysis and Assumptions—The comparable company valuation analysis methodology estimates the enterprise value of a company based on a relative comparison with publicly traded companies with similar operating and financial characteristics to the subject company. Under this methodology, the Company’s financial advisor determined a range of multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to calculate the enterprise values of the Company’s publishing and broadcasting segments. The DCF analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the expected future cash flows to be generated by that asset or business. Under this methodology, projected future cash flows are discounted by the enterprise’s weighted average cost of capital (“WACC”). The WACC reflects the estimated blended rate of return that would be required by debt and equity investors to invest in the enterprise based on its capital structure. Utilizing the DCF analysis, the enterprise values of the Company’s publishing and broadcasting segments were determined by calculating the present value of the projected unlevered after-tax free cash flows through 2015 plus an estimate for the value of each segment for the period beyond 2015 known as the terminal value. The terminal value was derived by either applying a multiple to the projected EBITDA for the final year of the projection period (2015) or capitalizing the projected unlevered after-tax free cash flow in the same projection period using the WACC and an assumed perpetual growth rate, discounted back to the valuation date using the WACC, as appropriate. The precedent transactions valuation methodology is based on the enterprise values of companies involved in public merger and acquisition

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

transactions that have operating and financial characteristics similar to the subject company. Under this methodology, the enterprise value is determined by an analysis of the consideration paid and the debt assumed in the identified merger and acquisition transactions and is usually expressed as a multiple of revenues or EBITDA. Utilizing this analysis, the Company’s financial advisor determined a range of multiples of EBITDA for the trailing 12 months from the measurement date to calculate the enterprise value for the Company’s broadcasting segment. The precedent transactions valuation methodology was not used for the Company’s publishing segment due to the lack of relevant transactions.

The Company’s financial advisor applied a weighted average of the above enterprise valuation methodologies to calculate the estimated ranges of enterprise values for the Company’s publishing and broadcasting segments. The relative weighting of each valuation methodology was based on the amount of publicly available information to determine the inputs used in the calculations. In addition, the Company’s financial advisor utilized a combination of these enterprise valuation methodologies, primarily the comparable company valuation analysis methodology, to calculate the estimated ranges of fair values of the Company’s investments. The ranges of enterprise values for the Company’s publishing and broadcasting segments and estimated fair values of the Company’s investments were added to the estimated cash on hand as of the measurement date to determine the estimated range of distributable value noted above.

Fresh-Start Condensed Consolidated Balance Sheet—The table below summarizes the Predecessor’s December 30, 2012 Condensed Consolidated Balance Sheet, the reorganization and fresh-start reporting adjustments that were made to that balance sheet as of December 31, 2012, and the resulting Successor’s Condensed Consolidated Balance Sheet as of December 31, 2012.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments			Fresh-Start Adjustments			Successor At December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	2,284,426		$	(1,853,852	)(1)	$	—		$	430,574
Accounts receivable, net		491,164			—			—			491,164
Inventories		22,249			—			(3,901	)(6)		18,348
Broadcast rights		151,576			—			(22,705	)(6)		128,871
Income taxes receivable		65,475			—			—			65,475
Restricted cash and cash equivalents		—			186,823	(1)		—			186,823
Prepaid expenses and other		82,453			83,021	(1)(3)		(4,003	)(6)		161,471
Total current assets		3,097,343			(1,584,008	)		(30,609	)		1,482,726
Properties
Property, plant and equipment		2,925,355			—			(2,048,186	)(6)		877,169
Accumulated depreciation		(1,930,728	)		—			1,930,728	(6)		—
Net properties		994,627			—			(117,458	)		877,169
Other Assets
Broadcast rights		80,945			—			(16,700	)(6)		64,245
Goodwill		409,432			—			1,992,594	(6)(7)		2,402,026
Other intangible assets, net		360,479			—			1,187,455	(6)		1,547,934
Restricted cash and cash equivalents		727,468			(727,468	)(1)		—			—
Assets held for sale		8,853			—			1,247	(6)		10,100
Investments		605,420			—			1,618,893	(6)		2,224,313
Other		66,469			11,242	(5)		(12,944	)(6)		64,767
Total other assets		2,259,066			(716,226	)		4,770,545			6,313,385
Total assets	$	6,351,036		$	(2,300,234	)	$	4,622,478		$	8,673,280

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (Continued)

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments			Fresh-Start Adjustments			Successor At December 31, 2012
Liabilities and Shareholder’s Equity (Deficit)
Current Liabilities
Current portion of term loan	$	—		$	6,843	(5)	$	—		$	6,843
Accrued reorganization costs		102,191			24,791	(1)(4)		—			126,982
Employee compensation and benefits		171,012			6,103	(1)(4)		—			177,115
Contracts payable for broadcast rights		109,894			61,595	(4)		(19,272	)(6)		152,217
Income taxes payable		1,605			58,485	(1)(4)		—			60,090
Deferred revenue		76,909			—			(170	)(6)		76,739
Accounts payable, accrued expenses and other current liabilities		141,845			95,392	(1)(4)(5)		(8,842	)(6)		228,395
Total current liabilities		603,456			253,209			(28,284	)		828,381
Non-Current Liabilities
Term loan		—			1,082,157	(5)		—			1,082,157
Deferred income taxes		50,635			293,718	(1)(3)		969,399	(6)		1,313,752
Contracts payable for broadcast rights		67,839			21,791	(4)		(7,701	)(6)		81,929
Contract intangibles		—			—			227,017	(6)		227,017
Pension obligations and postretirement and other benefits, net		540,618			9,763	(1)(4)		—			550,381
Other obligations		57,632			9,033	(1)(4)		(13,002	)(6)		53,663
Total non-current liabilities		716,724			1,416,462			1,175,713			3,308,899
Liabilities Subject to Compromise		13,049,204			(13,049,204	)(1)(4)		—			—
Common Shares Held by ESOP, net of Unearned Compensation		36,680			(36,680	)(2)		—			—
Shareholder’s Equity (Deficit)
Common stock and additional paid-in capital		—			—			—			—
Stock purchase warrants		255,000			(255,000	)(2)		—			—
Retained earnings (deficit)		(7,401,904	)		4,834,979	(1)(2)		2,566,925	(6)		—
Accumulated other comprehensive income (loss)		(908,124	)		—			908,124	(6)		—
Common stock—Reorganized Tribune Company		—			83	(1)		—			83
Additional paid-in capital—Reorganized Tribune Company		—			4,535,917	(1)		—			4,535,917
Total shareholder’s equity (deficit)		(8,055,028	)		9,115,979			3,475,049			4,536,000
Total liabilities and shareholder’s equity (deficit)	$	6,351,036		$	(2,300,234	)	$	4,622,478		$	8,673,280

(1) Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):

Liabilities subject to compromise on the Effective Date	$	13,049,204
Less: Liabilities assumed and reinstated on the Effective Date		(169,513	)
Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments		(50,488	)
Liabilities subject to compromise and settled on the Effective Date		12,829,203
Less: Cash distributions on settled claims		(3,515,996	)
Less: Issuance of Common Stock and Warrants		(4,536,000	)
Gain on settlement of liabilities subject to compromise		4,777,207
Less: Valuation allowance on non-interest bearing loan to the Litigation Trust		(20,000	)
Less: Professional advisory fees incurred due to emergence from Chapter 11		(14,136	)
Less: Other reorganization adjustments, net		(4,372	)
Total reorganization adjustments before taxes		4,738,699
Less: Income taxes on reorganization adjustments		(195,400	)
Net reorganization gain after taxes(1)	$	4,543,299

(1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).

In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.

On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11.

Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

(2) As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

(3) Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

(4) Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights.

(5) On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):

Current portion of term loan:
Portion due within one year	$	8,250
Less: Current portion of debt discount		(1,407	)
Current portion of term loan	$	6,843
Non-current portion of term loan:
Issuance of term loan	$	1,100,000
Less: Debt discount of 1%		(11,000	)
Less: Current portion of term loan		(6,843	)
Non-current portion of term loan	$	1,082,157

Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

(6) The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date.

The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):

Fair value adjustments to net properties	$	(116,211	)
Fair value adjustments to intangibles		1,186,701
Fair value adjustments to investments		1,615,075
Fair value adjustments to broadcast rights and other contracts		(234,098	)
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill		1,992,594
Other fair value adjustments, net		(1,131	)
Elimination of accumulated other comprehensive income (loss)		(1,070,764	)
Gain from fresh-start reporting adjustments before taxes		3,372,166
Less: Income taxes attributable to fair value adjustments		(805,241	)
Net gain from fresh-start reporting adjustments after taxes(1)	$	2,566,925

(1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.

Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.

Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.

Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.

Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

(7) As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):

Determination of goodwill:
Enterprise value of Reorganized Tribune Company	$	5,194,426
Plus: Cash and cash equivalents		430,574
Plus: Fair value of liabilities (excluding debt)		3,048,280
Total reorganization value to be allocated to assets		8,673,280
Less: Fair value assigned to tangible and identifiable intangible assets		(6,271,254	)
Reorganization value allocated to goodwill	$	2,402,026

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations.

NOTE 5: ACQUISITIONS

2015 Acquisitions

In May 2015, the Company completed the acquisitions of all issued and outstanding equity interests in Infostrada Statistics B.V. (“Infostrada Sports”), SportsDirect Inc. (“SportsDirect”) and Covers Media Group (“Covers”). In conjunction with these acquisitions, the Company launched Gracenote Sports, which is a part of the Digital and Data segment’s product offerings. Infostrada Sports and SportsDirect provide the Company with in-depth sports data, including schedules, scores, play-by-play statistics, as well as team and player information for the major professional leagues around the world, including the National Football League, Major League Baseball, National Basketball Association, National Hockey League, European Football League, and the Olympics. Covers is the operator of Covers.com, a North American online sports gaming destination for scores, odds and matchups, unique editorial analysis, and industry news coverage. In May 2015, the Company also completed an acquisition of all issued and outstanding equity interests in Enswers Inc. (“Enswers”), a leading provider of automatic content recognition technology and systems based in South Korea, which expanded the Digital and Data segment’s product offerings. The total acquisition price for Infostrada Sports, SportsDirect, Covers and Enswers was $70 million, net of cash acquired.

The purchase prices for the above acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes were allocated to goodwill, which will not be deductible for tax purposes due to the acquisitions being stock acquisitions. In connection with these acquisitions, the Company incurred a total of $3 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands):

Consideration:
Cash	$	71,768
Less: cash acquired		(1,919	)
Net cash	$	69,849
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	404
Accounts receivable and other current assets		2,481
Property and equipment		805
Deferred tax assets		3,816
Other long term assets		157
Intangible assets subject to amortization
Customer relationships (useful lives of 6 to 16 years)		17,000
Content databases (useful lives of 10 to 16 years)		13,900
Technologies (useful lives 4 to 10 years)		6,900
Trade name and trademarks (useful life of 15 years)		5,200
Non-competition agreement (useful life 5 years)		1,100
Accounts payable and other current liabilities		(1,507	)
Deferred revenue		(339	)
Deferred tax liabilities		(10,097	)
Other liabilities		(477	)
Total identifiable net assets		39,343
Goodwill		30,506
Total net assets acquired	$	69,849

The allocation presented above is based upon management’s estimate of the fair values using income, cost, and market approaches. In estimating the fair value of acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 12 years that include weighted average periods of 11 years for customer relationships, 14 years for content databases, 8 years for technologies, 15 years for trade name and trademarks, and 5 years for non-competition agreements. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, and noncontractual relationships, as well as expected future cost and revenue synergies.

2014 Acquisitions

HWW Acquisition

On October 1, 2014, the Company completed an acquisition of all issued and outstanding equity interests in HWW Pty Ltd (“HWW”) for $18 million, from ninemsn Pty Limited. HWW is Australia’s leading provider of TV and movie data and expands the Digital and Data segment’s reach into the Australian TV and digital entertainment markets as well as its global dataset to include Australian TV and movie data. HWW syndicates

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TV and movie data to leading Australian broadcasters, pay-TV operators and on-demand services for program guides on a wide range of devices, including IPTV, cable & satellite set-top boxes, Smart TVs and mobile apps. HWW has data describing millions of TV programs and movies across more than 500 national and local TV channels in Australia and its DataGenius software platform is used to support entertainment data services across Australasia, Africa and the Middle East. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	18,425
Less: cash acquired		(176	)
Net cash	$	18,249
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	780
Property and equipment		40
Intangible assets subject to amortization
Technologies (useful life of 7 years)		3,600
Customer relationships (useful life of 12 years)		2,500
Content database (useful life of 5 years)		2,400
Accounts payable and other current liabilities		(147	)
Deferred revenue		(267	)
Deferred income taxes		(2,550	)
Other liabilities		(45	)
Total identifiable net assets		6,311
Goodwill		11,938
Total net assets acquired	$	18,249

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 8 years that includes 7 years for technologies, 12 years for customer relationships and a 5 year life for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Baseline Acquisition

On August 29, 2014, the Company completed an acquisition of all of the outstanding and issued limited liability company interests of Baseline, LLC (“Baseline”) for $49 million in cash. Baseline is a provider of film and television information and related services with movie and TV databases featuring information for more than 300,000 movie and TV projects, information on nearly 1.5 million TV and film professionals, and foreign and domestic box office data. Baseline’s licensed data powers video search and discovery features, and TV Everywhere apps for leading satellite operators, on-demand movie services, Internet companies and on-line streaming providers. Additionally, Baseline’s subscription-based content delivery platform, The Studio System, is used by major Hollywood studios, production companies and talent agencies as a primary source of business intelligence. Baseline expands the reach of the Company’s Digital and Data segment into the studio and TV network communities with data and services geared towards entertainment industry professionals. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values was allocated to goodwill.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general, and administrative expenses in the Company’s Consolidated Statement of Operations during the third quarter of 2014.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	48,988
Less: cash acquired		(200	)
Net cash	$	48,788
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	1,362
Other long term assets		23
Property and equipment		153
Intangible assets subject to amortization
Trade name and trademarks (useful lives of 3 to 5 years)		1,000
Technologies (useful lives of 6 to 7 years)		3,200
Customer relationships (useful lives of 6 to 7 years)		7,600
Content database (useful life of 15 years)		14,000
Accounts payable and other current liabilities		(561	)
Deferred revenue		(700	)
Total identifiable net assets		26,077
Goodwill		22,711
Total net assets acquired	$	48,788

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a weighted average 5 year life for trade name and trademarks, a weighted average 7 year life for technologies, a weighted average 6 year life for customer relationships and a 15 year life

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. The entire amount of the purchase price allocated to intangible assets and goodwill will be deductible for income tax purposes pursuant to IRC Section 197 over a 15 year period.

What’s ON Acquisition

On July 4, 2014, the Company completed an acquisition of all of the outstanding and issued equity interests of What’s On India Media Private Limited (“What’s ON”) for a purchase price of $27 million, consisting of $21 million net initial cash consideration and $6 million recorded as the net present value (“NPV”) of additional deferred payments. The acquisition of What’s ON may also include additional payments in 2016 to selling management shareholders totaling up to $4 million which will be accounted for as compensation expense as the payments are earned, in accordance with ASC Topic 805. In the second quarter of 2015, the Company made a payment of $4 million to selling management shareholders pursuant to the above arrangements. The Company expects to make the final additional payment in 2016. What’s ON expands the reach of the Company’s Digital and Data segment in the television search and Electronic Program Guide (“EPG”) markets as What’s ON is a leading television search and EPG data provider for India and the Middle East. As of the date of the acquisition, What’s ON offered EPG data and TV search products for 16 countries, including India, United Arab Emirates, Saudi Arabia, Jordan, Egypt, Qatar, Bahrain, Indonesia, Kenya and Sri Lanka, across 1,600 television channels and helps power more than 58 million set-top boxes through the region’s top cable and Internet protocol television services. The $27 million purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	23,403
Less: Cash acquired		(2,203	)
Plus: NPV of deferred payments		5,625
Net consideration	$	26,825
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	1,407
Other long term assets		1,009
Property and equipment		163
Intangible assets subject to amortization
Trade name and trademarks (useful life of 3 years)		200
Technologies (useful lives of 6 to 7 years)		3,100
Customer relationships (useful lives of 6 to 7 years)		2,800
Non-competition agreement (useful life of 5 years)		600
Content databases (useful lives of 13 to 14 years)		7,700
Accounts payable and other current liabilities		(1,437	)
Deferred income taxes		(4,393	)
Total identifiable net assets		11,149
Goodwill		15,676
Total net assets acquired	$	26,825

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 10 years that includes a 3 year life for trade name and trademarks, a weighted average of 7 years for technologies, a weighted average of 7 years for customer relationships, a 5 year life for the non-competition agreement and a weighted average of 13 years for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

Gracenote Acquisition

On January 31, 2014, the Company completed an acquisition of all of the issued and outstanding equity interests in Gracenote, Inc. (“Gracenote”) for $158 million, net of cash acquired. Gracenote, a global leader in digital entertainment data, maintains and licenses data, products and services to businesses that enable their end users to discover analog and digital media on virtually any device. The Gracenote acquisition expands the reach of the Company’s Digital and Data segment into new growth areas, including streaming music services, mobile devices and automotive infotainment. Gracenote is a leading provider of music recognition technology and is supported by the industry’s largest source of music and video data. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In connection with this acquisition, the Company incurred a total of $4 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Of the $4 million, approximately $3 million was incurred and recognized in the first quarter of 2014 and $1 million was incurred and recognized in the fourth quarter of 2013.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	160,867
Less: cash acquired		(3,053	)
Net cash	$	157,814
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	5,283
Accounts receivable and other current assets		26,143
Property, plant and equipment		10,659
Intangible assets subject to amortization
Trade name and trademarks (useful life of 15 years)		8,100
Technology (useful life of 7 to 10 years)		30,100
Customer relationships (useful life of 5 to 10 years)		33,100
Content databases (useful life of 13 years)		41,400
Deferred income tax assets		7,159
Other assets		396
Accounts payable and other current liabilities		(22,299	)
Deferred income tax liabilities		(41,121	)
Other liabilities		(7,489	)
Total identifiable net assets		91,431
Goodwill		66,383
Total net assets acquired	$	157,814

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a 15 year life for trade name and trademarks, a weighted average of 8 years for technology platforms, a weighted average of 10 years for customer relationships and a 13 year life for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

2013 Acquisitions

Local TV Acquisition

On December 27, 2013, pursuant to a securities purchase agreement dated as of June 29, 2013, the Company acquired all of the issued and outstanding equity interests in Local TV for $2.816 billion in cash (the “Local TV Acquisition”), net of certain final adjustments, principally funded by the Company’s Secured Credit Facility (see

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10). As a result of the Local TV Acquisition, the Company became the owner of 16 television stations, including seven FOX television affiliates in Denver, Cleveland, St. Louis, Kansas City, Salt Lake City, Milwaukee and High Point/Greensboro/Winston-Salem; four CBS Corporation (“CBS”) television affiliates in Memphis, Richmond, Huntsville and Fort Smith; one American Broadcasting Company (“ABC”) television affiliates in Davenport/Moline; two National Broadcasting Company (“NBC”) television affiliates in Des Moines and Oklahoma City; and two independent television stations in Fort Smith and Oklahoma City.

Concurrent with the Local TV Acquisition, pursuant to an asset purchase agreement dated as of July 15, 2013, between the Company, an affiliate of Oak Hill Capital Partners and Dreamcatcher, an entity formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition, Dreamcatcher acquired the FCC licenses and certain other assets and liabilities of Local TV’s television stations WTKR-TV, Norfolk, VA, WGNT-TV, Portsmouth, VA, and WNEP-TV, Scranton, PA (collectively the “Dreamcatcher Stations”) for $27 million (collectively, the “Dreamcatcher Transaction”). The Dreamcatcher Transaction was funded by the Dreamcatcher Credit Facility which the Company has guaranteed (see Note 10). The Company provides certain services to support the operations of the Dreamcatcher Stations, but, in compliance with FCC regulations, Dreamcatcher has responsibility for and control over programming, finances, personnel and operations of the Dreamcatcher Stations.

Pursuant to ASC Topic 805, the purchase price has been allocated to the acquired assets and liabilities of Local TV based on estimated fair values. The allocation includes the assets and liabilities of the Dreamcatcher Stations as Dreamcatcher is considered to be a VIE and the Company is the primary beneficiary of the variable interests (see below for further discussion). The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

Consideration:
Cash	$	2,816,101
Less: cash acquired		(65,567	)
Net cash	$	2,750,534
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents(1)	$	201,922
Accounts receivable and other current assets		137,377
Property and equipment		170,795
Broadcast rights		26,468
FCC licenses		126,925
Network affiliation agreements		225,400
Advertiser backlog		29,290
Retransmission consent agreements		707,000
Broadcast rights intangible assets		1,187
Other assets		5
Accounts payable and other current liabilities		(50,249	)
Senior Toggle Notes		(172,237	)
Contracts payable for broadcast rights		(34,732	)
Broadcast rights intangible liabilities		(9,344	)
Deferred income taxes		(20,238	)
Other liabilities		(1,185	)
Total identifiable net assets		1,338,384
Goodwill		1,412,150
Total net assets acquired	$	2,750,534

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) As further described in Note 10, on December 27, 2013, the Company deposited $202 million with the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

The allocation presented above is based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 9 years, with a weighted average of 9 years for network affiliations, a weighted average of 10 years for retransmission consent agreements, 1 year for the advertiser backlog and a weighted average of 4 years for the other intangible assets. The broadcast rights intangible liabilities will be amortized over the remaining weighted average contractual period of 7 years. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies. Substantially all of the goodwill associated with the Local TV Acquisition is expected to be deductible for tax purposes.

Dreamcatcher—Dreamcatcher was formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition. On December 27, 2013, Dreamcatcher acquired the FCC licenses, retransmission consent agreements, network affiliation agreements, contracts for broadcast rights and selected personal property (including transmitters, antennas and transmission lines) of the Dreamcatcher Stations for $27 million, funded by borrowings under the Dreamcatcher Credit Agreement (see Note 10). In connection with Dreamcatcher’s operation of the Dreamcatcher Stations, the Company entered into shared services agreements (“SSAs”) with Dreamcatcher pursuant to which it provides technical, promotional, back-office, distribution and limited programming services to the Dreamcatcher Stations in exchange for the Company’s right to receive certain payments from Dreamcatcher after satisfaction of operating costs and debt obligations. Pursuant to the SSAs, Dreamcatcher is guaranteed a minimum annual cumulative net cash flow of $0.2 million. The Company’s consolidated financial statements as of and for the years ended December 31, 2015, December 28, 2014 and December 29, 2013 include the results of operations and the financial position of Dreamcatcher, a fully-consolidated VIE. For financial reporting purposes, Dreamcatcher is considered a VIE as a result of (1) shared service agreements that the Company has with the Dreamcatcher Stations, (2) the Company’s guarantee of the obligations incurred under the Dreamcatcher Credit Facility (see Note 10), (3) the Company having power over significant activities affecting Dreamcatcher’s economic performance, and (4) purchase option granted by Dreamcatcher which permits the Company to acquire the assets and assume the liabilities of each Dreamcatcher Station at any time, subject to FCC’s consent and other conditions described below. The purchase option is freely exercisable or assignable by the Company without consent or approval by Dreamcatcher or its members for consideration equal to the total outstanding balance of debt guaranteed by the Company, plus a fixed escalation fee. Substantially all of Dreamcatcher’s assets, except for its FCC licenses, collateralize its secured debt obligations under the Dreamcatcher Credit Facility and is guaranteed by the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net revenues of the Dreamcatcher stations included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014 were $65 million and $67 million, respectively, and operating profit was $12 million and $13 million, respectively. Dreamcatcher’s operating results are not material to the Company as a whole for the year ended December 29, 2013. The Company’s Consolidated Balance Sheet as of December 31, 2015 and December 28, 2014 includes the following assets and liabilities of the Dreamcatcher stations (in thousands):

	December 31, 2015		December 28, 2014
Property, plant and equipment, net	$	371	$	999
Broadcast rights		2,748		2,869
Other intangible assets, net		92,970		103,500
Other assets		111		124
Total Assets	$	96,200	$	107,492
Debt due within one year	$	4,037	$	4,034
Contracts payable for broadcast rights		3,016		6,552
Long-term debt		14,831		19,880
Other liabilities		55		157
Total Liabilities	$	21,939	$	30,623

Other Acquisitions

The Company’s other acquisitions in 2014 and 2013 were not significant. The results of the other acquired companies and the related transaction costs were not material to the Company’s consolidated financial statements in each respective period and were included in the Consolidated Statements of Operations since their respective dates of acquisition. Information for acquisitions made in 2014 and 2013 (excluding those listed above) is as follows (in thousands):

	2014		2013
Fair value of assets acquired(1)	$	2,000	$	3,095
Liabilities assumed		—		1,297
Net cash paid	$	2,000	$	1,798

(1) Includes intangible assets, net of acquisition-related deferred taxes.

Unaudited Pro Forma Information

Pursuant to ASC Topic 805, the following table sets forth unaudited pro forma results of operations from continuing operations of the Company assuming that the Gracenote acquisition occurred on December 31, 2012, the first day of the Company’s 2013 fiscal year and assuming that the Local TV Acquisition, along with transactions necessary to finance the acquisition and the elimination of certain nonrecurring items, occurred on December 26, 2011, the first day of the Company’s 2012 fiscal year and were fully attributed to the results from continuing operations (in thousands, except per share data):

	2014		2013
Total revenues	$	1,961,788	$	1,814,545
Income from continuing operations	$	466,690	$	146,938
Basic earnings per common share from continuing operations	$	4.66	$	1.47
Diluted earnings per common share from continuing operations	$	4.65	$	1.47

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The above selected unaudited pro forma financial information is presented for illustrative purposes only and is based on historical results of continuing operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of results had the Company operated the acquired businesses as of the beginning of the respective prior periods, as described above. The pro forma amounts reflect adjustments to depreciation expense, amortization of intangibles and amortization of broadcast rights intangibles related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing costs, and the related tax effects of the adjustments.

In connection with the Gracenote and Local TV acquisitions, the Company incurred a total of $4 million and $17 million, respectively, of costs primarily related to legal and other professional services, which were recorded in selling, general and administrative expenses. Pursuant to the pro forma disclosure requirements of ASC Topic 805, these transaction costs are shown as if incurred at the beginning of the comparable prior year.

Acquisitions Distributed in the Publishing Spin-off

Landmark Acquisition

On May 1, 2014, the Company completed an acquisition of the issued and outstanding limited liability company interests of Capital-Gazette Communications, LLC and Landmark Community Newspapers of Maryland, LLC from Landmark Media Enterprises, LLC (the “Landmark Acquisition”) which were subsequently distributed to Tribune Publishing in conjunction with the Publishing Spin-off, for $29 million in cash. As the Landmark acquisition was distributed to Tribune Publishing in the Publishing Spin-off, the results of operations attributable to Landmark from the date of acquisition are reflected within discontinued operations for the periods prior to the Publishing Spin-off.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	28,983
Less: cash acquired		(2	)
Net cash	$	28,981
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	2,942
Property, plant and equipment		560
Intangible assets subject to amortization
Trade names and trademarks (useful life of 20 years)		7,500
Advertiser relationships (useful life of 12 years)		6,500
Other customer relationships (useful life of 7 years)		2,500
Accounts payable and other current liabilities		(3,961	)
Total identifiable net assets		16,041
Goodwill		12,940
Total net assets acquired	$	28,981

The allocation presented above is based upon management’s estimate of the fair values using the income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Prior to the Publishing Spin-off, the acquired definite-lived intangible assets were expected to be amortized over a total weighted average period of 15 years that includes a 20 year life for trade names and trademarks, a 12 year life for advertiser relationships and a 7 year life for customer relationships. The acquired property and equipment were expected to be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. The entire amount of purchase price allocated to intangible assets and goodwill are deductible for tax purposes pursuant to IRC Section 197 over a 15 year period. In connection with this acquisition, the Company incurred a total of $0.4 million of transaction costs, which are reflected in discontinued operations for the year ended December 28, 2014.

Information for other acquisitions distributed in the Publishing Spin-off made in the year ended December 28, 2014 and prior to the Publishing Spin-off (excluding the Landmark Acquisition) is as follows (in thousands):

	December 28, 2014
Fair value of assets acquired	$	11,292
Liabilities assumed		(800	)
Net assets acquired		10,492
Less: fair value of non-cash and contingent consideration		(4,439	)
Less: fair value of the preexisting equity interest in MCT		(2,752	)
Net cash paid	$	3,301

On May 7, 2014, the Company acquired the remaining 50% outstanding general partnership interests of McClatchy/Tribune Information Services (“MCT”) from McClatchy News Services, Inc. and The McClatchy Company (collectively, “McClatchy”) for $1 million in cash and non-cash consideration for future services with an estimated fair value of $4 million. The fair value of acquired interests was based upon management’s estimate of the fair values using the income approach. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Prior to May 7, 2014, the Company accounted for its 50% interest in MCT as an equity method investment. In accordance with ASC Topic 805, the Company’s preexisting equity interest was remeasured to its estimated fair value of $3 million using the income valuation approach and the Company recognized a gain of $1 million which is reflected in discontinued operations in the Consolidated Statements of Operations for the year ended December 28, 2014.

NOTE 6: CHANGES IN OPERATIONS AND NON-OPERATING ITEMS

Employee Reductions—The Company identified reductions in its staffing levels of approximately 105 positions in 2015, 230 positions in 2014 and 60 positions in 2013. The Company recorded pretax charges for severance and related expenses totaling $6 million in 2015 ($2 million at Television and Entertainment, $1 million at Digital and Data and $3 million at Corporate and Other), $7 million in 2014 ($2 million at Television and Entertainment, $4 million at Digital and Data and $1 million at Corporate and Other) and $3 million in 2013 ($2 million at Television and Entertainment, $0.3 million at Digital and Data and $1 million at Corporate and Other). These charges are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Severance and related expenses included in income (loss) from discontinued operations, net of taxes totaled $6 million and $17 million in 2014 and 2013, respectively.

The accrued liability for severance and related expenses is reflected in employee compensation and benefits in the Company’s Consolidated Balance Sheets and was $4 million and $3 million at December 31, 2015 and December 28, 2014, respectively.

Changes to the accrued liability for severance and related expenses were as follows (in thousands):

Balance at December 29, 2013	$	11,640
Additions		12,176
Payments		(15,895	)
Liability distributed in Publishing Spin-Off		(5,308	)
Balance at December 28, 2014	$	2,613
Additions		5,943
Payments		(4,103	)
Balance at December 31, 2015	$	4,453

Non-Operating Items—Non-operating items for 2015, 2014 and 2013 are summarized as follows (in thousands):

	2015			2014			2013
Loss on extinguishment of debt	$	(37,040	)	$	—		$	(28,380	)
Gain on investment transactions, net		12,173			372,485			150
Other non-operating gain (loss), net		8,140			(4,804	)		(1,492	)
Total non-operating items	$	(16,727	)	$	367,681		$	(29,722	)

Non-operating items in 2015 included a $37 million pretax loss on the extinguishment of the Former Term Loan Facility (as defined and described in Note 10), which includes the write-off of unamortized debt issuance costs and discounts. See Note 10 for further information on the extinguishment of the Former Term Loan Facility. Gain on investment transactions, net in 2015 included a pretax gain of $8 million for an additional cash distribution from CV pursuant to the collection of a contingent receivable subsequent to the Company’s sale of its interest in CV and a pretax gain of $3 million on the sale of the Company’s 3% interest in NHLLC on September 2, 2015. See Note 9 for further information on the additional cash distribution from CV and the sale of NHLLC. Other non-operating items in 2015 included a $9 million favorable workers’ compensation reserve adjustment related to businesses divested by the Company in prior years and a $2 million non-cash pretax charge to write off a convertible note receivable resulting from a decline in the fair value of the convertible note receivable that the Company determined to be other than temporary. The convertible note receivable constitutes a nonfinancial asset measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and is classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820, “Fair Value Measurement and Disclosures.” See Note 11 for a description of the hierarchy’s three levels.

Non-operating items in 2014 included a pretax gain of $372 million on the sale of the Company’s 27.8% interest in CV on October 1, 2014. The Company’s portion of the proceeds from the transaction was $686 million, of which $28 million was held in escrow and paid in the fourth quarter of 2015. See Note 9 for further information on the sale of CV. Other non-operating loss in 2014 included a $3 million non-cash pretax charge to write down convertible notes receivable related to one of the Company’s equity method investments. This write-down resulted from declines in the fair value of the convertible notes receivable that the Company determined to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

be other than temporary. The convertible notes receivable constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

Non-operating items in 2013 included a $28 million pretax loss on the extinguishment of the Exit Financing Facilities (as defined and described in Note 10), which includes the write-off of unamortized debt issuance costs and discounts of $17 million and a prepayment premium of $11 million. See Note 10 for further information on the extinguishment of the Exit Financing Facilities.

NOTE 7: ASSETS HELD FOR SALE AND SALES OF REAL ESTATE

Assets Held for Sale—Assets held for sale consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Real estate	$	206,422	$	5,645

During the third quarter of 2015, the Company began the process of marketing the north block of its Los Angeles Times Square property located in Los Angeles, CA which has an aggregate carrying value of $41 million for land, building and improvements. On December 28, 2015, the Company entered into an agreement to sell the property which is subject to certain adjustments and customary closing conditions. There can be no assurance that such sale will be completed in a timely manner or at all. In the fourth quarter of 2015, the Company began the process to sell one of its properties, Tribune Tower, located in Chicago, IL. Tribune Tower has an aggregate carrying value of $107 million for land, building and improvements. Additionally, as of December 31, 2015, the Company was in the process of selling a production facility located in Los Angeles, CA leased to Tribune Publishing with a carrying value of $58 million. The combined net carrying value of $206 million for the properties held for sale is included in assets held for sale in the Company’s Consolidated Balance Sheet at December 31, 2015. In the fourth quarter of 2015, the Company identified several properties that it expects to place on the market in 2016. Although these properties did not meet all conditions to be classified as held for sale as of December 31, 2015, the Company was required to assess the properties for impairment pursuant to ASC Topic 360 due to management’s expectation that it is more likely than not that properties will be held for sale in 2016. As a result of this assessment, the Company recorded an impairment charge of $7 million related to certain properties that is included in selling, general and administrative expenses.

As of December 28, 2014, the Company was in the process of selling three idle properties located in Bel Air, MD, Newport News, VA and Portsmouth, VA, which had an aggregate carrying value of land, building and improvements of $6 million. In 2014, the Company recorded impairment charges totaling $4 million to write down the value of properties held for sale to their estimated fair value, less the expected selling costs.

Sales of Real Estate—On December 19, 2014, the Company closed a transaction to sell the production facility in Baltimore, MD leased to Tribune Publishing for net proceeds of approximately $45 million and recorded a pretax gain of $21 million that is included in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Additionally, during 2014, the Company sold two idle properties for net proceeds of approximately $5 million and recorded a net gain of less than $1 million that is also included in selling, general and administrative expenses.

During 2015, the Company sold Bel Air, MD and Newport News, VA properties for net proceeds of approximately $5 million and recorded a net loss of less than $1 million that is included in selling, general and administrative expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8: GOODWILL, OTHER INTANGIBLE ASSETS AND INTANGIBLE LIABILITIES

Goodwill and other intangible assets consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Other intangible assets subject to amortization(1)
Affiliate relationships (useful life of 16 years)	$	212,000	$	(39,750	)	$	172,250	$	212,000	$	(26,500	)	$	185,500
Advertiser relationships (useful life of 8 years)		168,000		(63,000	)		105,000		168,000		(42,000	)		126,000
Network affiliation agreements (useful life of 5 to 16 years)		362,000		(92,113	)		269,887		362,000		(50,485	)		311,515
Retransmission consent agreements (useful life of 7 to 12 years)		830,100		(196,955	)		633,145		830,100		(106,897	)		723,203
Other customer relationships (useful life of 3 to 16 years)		114,827		(23,315	)		91,512		99,528		(12,632	)		86,896
Content Databases (useful lives of 5 to 16)		134,299		(23,623	)		110,676		122,400		(13,001	)		109,399
Other technology (useful life of 4 to 10 years)		47,011		(9,733	)		37,278		41,385		(4,022	)		37,363
Trade names and trademarks (useful life of 3 to 15 years)		13,853		(1,625	)		12,228		9,300		(597	)		8,703
Other (useful life of 3 to 11 years)		16,337		(5,514	)		10,823		10,770		(2,955	)		7,815
Total	$	1,898,427	$	(455,628	)		1,442,799	$	1,855,483	$	(259,089	)		1,596,394
Other intangible assets not subject to amortization
FCC licenses							782,600							786,600
Trade name							14,800							14,800
Total other intangible assets, net							2,240,199							2,397,794
Goodwill
Television and Entertainment							3,220,300							3,601,300
Digital and Data							341,512							316,836
Total goodwill							3,561,812							3,918,136
Total goodwill and other intangible assets						$	5,802,011						$	6,315,930

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The changes in the carrying amounts of intangible assets during the years ended December 31, 2015 and December 28, 2014 were as follows (in thousands):

	Television and Entertainment			Digital and Data			Discontinued Operations			Total
Other intangible assets subject to amortization
Balance as of December 29, 2013	$	1,551,599		$	103,062		$	28,682		$	1,683,343
Acquisitions(1)		—			161,900			17,009			178,909
Amortization(2)		(198,441	)		(21,255	)		(4,191	)		(223,887	)
Balance sheet reclassifications(3)		(291	)		—			—			(291	)
Distributed in Publishing Spin-off		—			—			(41,500	)		(41,500	)
Foreign currency translation adjustment		—			(180	)		—			(180	)
Balance as of December 28, 2014	$	1,352,867		$	243,527		$	—		$	1,596,394
Acquisitions(1)		—			49,100			—			49,100
Amortization(2)		(167,321	)		(29,314	)		—			(196,635	)
Balance sheet reclassifications(3)		(331	)		—			—			(331	)
Foreign currency translation adjustment		—			(5,729	)		—			(5,729	)
Balance as of December 31, 2015	$	1,185,215		$	257,584		$	—		$	1,442,799
Other intangible assets not subject to amortization
Balance as of December 29, 2013	$	801,400		$	—		$	31,800		$	833,200
Distributed in Publishing Spin-off		—			—			(31,800	)		(31,800	)
Balance as of December 28, 2014	$	801,400		$	—		$	—		$	801,400
Impairment charge		(4,000	)		—			—			(4,000	)
Balance as of December 31, 2015	$	797,400		$	—		$	—		$	797,400
Goodwill
Balance as of December 29, 2013	$	3,601,300		$	198,565		$	15,331		$	3,815,196
Acquisitions(1)		—			118,378			20,119			138,497
Distributed in Publishing Spin-off		—			—			(35,450	)		(35,450	)
Foreign currency translation adjustment		—			(107	)		—			(107	)
Balance as of December 28, 2014	$	3,601,300		$	316,836		$	—		$	3,918,136
Acquisitions(1)		—			30,616			—			30,616
Foreign currency translation adjustment		—			(5,940	)		—			(5,940	)
Impairment charge		(381,000	)		—			—			(381,000	)
Balance as of December 31, 2015	$	3,220,300		$	341,512		$	—		$	3,561,812
Total goodwill and other intangible assets as of December 31, 2015	$	5,202,915		$	599,096		$	—		$	5,802,011

(1) Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions.

(2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations.

(3) Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As described in Note 4, the Company recorded contract intangible liabilities totaling $227 million in connection with the adoption of fresh-start reporting on the Effective Date. Of this amount, approximately $226 million was related to contracts for broadcast rights programming not yet available for broadcast. In addition, the Company recorded $9 million of intangible liabilities related to contracts for broadcast rights programming in connection with the Local TV Acquisition on December 27, 2013 (see Note 5). These intangible liabilities are reclassified as a reduction of broadcast rights assets in the Consolidated Balance Sheet as the programming becomes available for broadcast and subsequently amortized as a reduction of programming expenses in the Consolidated Statement of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights.

The Company’s intangible liabilities subject to amortization consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible liabilities subject to amortization
Broadcast rights intangible liabilities	$	80,440	$	(66,729	)	$	13,711	$	102,373	$	(68,059	)	$	34,314
Lease contract intangible liabilities		209		(148	)		61		209		(98	)		111
Total intangible liabilities subject to amortization	$	80,649	$	(66,877	)	$	13,772	$	102,582	$	(68,157	)	$	34,425

The net changes in the carrying amounts of intangible liabilities during 2014 and 2015 were as follows (in thousands):

	Television and Entertainment			Discontinued Operations			Total
Intangible liabilities subject to amortization
Balance at December 29, 2013	$	193,402		$	328		$	193,730
Amortization		(37,351	)		(94	)		(37,445	)
Balance sheet reclassifications(1)		(121,626	)		—			(121,626	)
Distributed in Publishing Spin-off		—			(234	)		(234	)
Balance at December 28, 2014	$	34,425		$	—		$	34,425
Amortization		(16,385	)		—			(16,385	)
Balance sheet reclassifications(1)		(4,268	)		—			(4,268	)
Balance at December 31, 2015	$	13,772		$	—		$	13,772

(1) Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015.

Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, is expected to be approximately $198 million in each of 2016 and 2017, $197 million in 2018, $169 million in 2019, and $161 million in 2020. Amortization of broadcast rights contract intangible assets and liabilities is expected to result in a net reduction in broadcast rights expense of approximately $11 million in 2016, $1 million in each of 2017 and 2018 and less than $1 million in each of 2019 and 2020.

Impairment of Goodwill and Other Indefinite-lived Intangible Assets—As disclosed in Note 1, the Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the fourth quarter of 2015, the Company conducted its annual goodwill impairment test utilizing the two-step impairment test in accordance with ASC Topic 350. As a result of the impairment review, the Company recorded a non-cash impairment charge of $381 million to write down its cable reporting unit goodwill (a reporting unit within the Television and Entertainment reportable segment).

During 2015, the Company accelerated the pace of the transformation of the Company’s national general entertainment cable network, WGN America, from a superstation to a cable network. This transformation led to a strategic shift in the operations of WGN America with a renewed focus on increased household distribution and high quality syndicated and original programming that has resulted in higher carriage fee revenues and higher programming and other costs. The recent performance of the new programming has not met expectations resulting in lower than expected advertising revenues, lower margins and lower current and expected future cash flows than those used to originally record the goodwill in connection with the adoption of fresh-start reporting by Reorganized Tribune Company in December 2012.

In connection with the goodwill impairment test, the fair value of the cable reporting unit was determined with consideration of both the income and the market valuation approaches. Under the income approach, the fair value is based on projected future discounted cash flows, which requires management’s assumptions of projected revenues and related growth rates, operating margins, cash payments for broadcast rights, discount rates and terminal growth rates. The Company projected cash flows for 10 years and then applied a terminal growth rate. Key assumptions included a 10.5% discount rate and a terminal growth rate of 2% for its owned cable operations. The Company’s investment in TV Food Network included in the cable reporting unit was valued using the market approach to estimate its fair value by comparison to trading multiples of similar cable networks.

As a result of this assessment, it was determined that the carrying value of the cable reporting unit exceeded the estimated fair value. Accordingly, a second step of the goodwill impairment test (“Step 2”) was performed specific to the cable reporting unit which compared the implied fair value of the goodwill to the carrying value of such goodwill. Under Step 2, the estimated fair value of goodwill of a reporting unit is determined by calculating the residual fair value that remains after the total estimated fair value of the reporting unit is allocated to its net assets other than goodwill. Other significant intangible assets that were identified and ascribed value as part of the Step 2 included affiliate relationships, advertiser relationships and a trade name. Based on this analysis, the carrying value of the cable reporting unit goodwill exceeded its implied value by $381 million and consequently, the Company recorded an impairment charge of that amount in the Consolidated Statement of Operations for the year ended December 31, 2015. Following the impairment charge, the carrying value of the goodwill at the cable reporting unit was $723 million at December 31, 2015.

There were no goodwill impairment charges recorded in 2014 or 2013.

In the fourth quarter of 2015 and 2013, the Company recorded a non-cash pretax impairment charge of $4 million and $1 million within the Television and Entertainment segment, respectively, related to the Company’s FCC licenses. No impairment charges were recorded in 2014. The estimated fair value of each of the Company’s FCC licenses was based on discounted future cash flows for a hypothetical start-up television station in the respective market that achieves and maintains an average revenue share for four years and has an average cost structure. The impairment charge in 2015 related to one market primarily due to a decline in estimated future market revenues available to a hypothetical start-up television station in this market. For the Company’s FCC licenses, significant assumptions also include start-up operating costs for an independent station, initial capital investments and market revenue forecasts. The Company utilized a 10% discount rate and terminal growth rates ranging from 1.75% to 2.25% to estimate the fair values of its FCC licenses in the fourth quarter of 2015. Fair value estimates for each of the Company’s indefinite-lived intangible assets are inherently sensitive to changes in these estimates, particularly with respect to the FCC licenses. FCC licenses evaluated for impairment under ASC

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

350 in the fourth quarter of 2013 excluded the FCC licenses recorded in connection with the Local TV Acquisition (see Note 5). The Company’s fourth quarter 2013 impairment review determined that the FCC license in one of the Company’s markets was impaired. This impairment was primarily due to a decline in market share for a hypothetical start-up television station in this market.

The Company’s FCC licenses and trade name constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheets. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

The determination of estimated fair values of goodwill and other indefinite-lived intangible assets requires many judgments, assumptions and estimates of several critical factors, including projected revenues and related growth rates, projected operating margins and cash flows, estimated income tax rates, capital expenditures, market multiples and discount rates, as well as specific economic factors such as market share for broadcasting and royalty rates for the trade name intangible. Adverse changes in expected operating results and/or unfavorable changes in other economic factors could result in additional non-cash impairment charges in the future under ASC Topic 350.

NOTE 9: INVESTMENTS

Investments consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Equity method investments	$	1,668,316	$	1,689,996
Cost method investments		20,868		18,238
Marketable equity securities		3,516		8,958
Total investments	$	1,692,700	$	1,717,192

Equity Method Investments—The Company’s equity method investments at December 31, 2015 included the following private companies:

Company	% Owned
CareerBuilder, LLC		32	%
Dose Media, LLC		25	%
Television Food Network, G.P.		31	%
TKG Internet Holdings II LLC		43	%

Income from equity investments, net reported in the Company’s Consolidated Statements of Operations consisted of the following (in thousands):

	2015			2014			2013
Income from equity investments, net, before amortization of basis difference	$	201,207		$	379,048		$	243,528
Amortization of basis difference(1)		(54,248	)		(142,335	)		(98,287	)
Income from equity investments, net	$	146,959		$	236,713		$	145,241

(1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As discussed in Note 4, the carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as of the Effective Date. Of the $1.615 billion increase, $1.108 billion was attributable to the Company’s share of theoretical increases in the carrying values of the investees’ amortizable intangible assets had the fair value of the investments been allocated to the identifiable intangible assets of the investees’ in accordance with ASC Topic 805. The remaining $507 million of the increase was attributable to goodwill and other identifiable intangibles not subject to amortization, including trade names. The Company amortizes the differences between the fair values and the investees’ carrying values of the identifiable intangible assets subject to amortization and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in its Consolidated Statements of Operations. The identifiable net intangible assets subject to amortization of basis difference have a weighted average remaining useful life of approximately 16 years as of December 31, 2015.

Cash distributions from the Company’s equity method investments were as follows (in thousands):

	2015		2014		2013
Total cash distributions from equity investments(1)	$	180,207	$	370,310	$	207,994

(1) Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014.

Certain distributions received from the Company’s investments in CareerBuilder, LLC (“CareerBuilder”) and CV in 2015, 2014 and 2013 exceeded the Company’s cumulative earnings in each of these equity investments or, in the case of the Apartments.com sale by CV, represented a discrete distribution from an investing activity. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $10 million in 2015, $181 million in 2014 and $54 million in 2013 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2015, 2014 and 2013. See below for further discussion on these distributions.

TV Food Network—The Company’s 31% investment in TV Food Network totaled $1.314 billion and $1.354 billion (as adjusted for the application of fresh-start reporting as described above) at December 31, 2015 and December 28, 2014, respectively. The Company recognized equity income from TV Food Network of $126 million in 2015, $122 million in 2014 and $96 million in 2013. The Company received cash distributions from TV Food Network totaling $164 million in 2015, $189 million in 2014 and $154 million in 2013.

TV Food Network owns and operates “The Food Network”, a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel”, a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems.

On December 12, 2013, the Company and Scripps Networks Interactive, Inc. (“Scripps”), entered into a settlement agreement to resolve certain matters related to the calculation and amount of a management fee charged by Scripps to TV Food Network for certain shared costs for years 2011 and 2012 as well as to resolve the amount and methodology for calculating the management fee for years 2013 and 2014. As a result of the settlement, the Company received a distribution of $12 million in January 2014 related to previously calculated management fees for years 2011 and 2012. This distribution was reflected as an increase to income on equity investments, net in the Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2016. The Company would be entitled to its proportionate share of distributions to partners in the event of a liquidation, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

CareerBuilder—The Company’s 32% investment in CareerBuilder totaled $331 million and $328 million at December 31, 2015 and December 28, 2014, respectively. The Company recognized equity income from CareerBuilder of $21 million in 2015, $39 million in 2014 and $28 million in 2013. The Company received cash distributions from CareerBuilder totaling $16 million in 2015, $14 million in 2014 and $29 million in 2013.

CareerBuilder is a global leader in human capital solutions, helping companies target, attract and retain talent. Its website, CareerBuilder.com, is a leading job website in North America. CareerBuilder also operates websites in the United States, Europe, Canada, Asia and South America.

Prior to the Publishing Spin-off, the Company recorded revenue related to CareerBuilder classified advertising products placed on affiliated digital platforms. Such amounts totaled of $24 million for 2014 and $44 million for 2013 and are included in income (loss) from discontinued operations, net of taxes.

Dose Media, LLC—On November 25, 2015, the Company acquired a 25% interest in Dose Media, LLC (“Dose Media”) for $15 million. Dose Media is a digital media company that owns and operates numerous websites, including Dose.com and OMGFacts.com whose proprietary predictive technology is designed to detect stories that generate significant viewership.

Classified Ventures—On October 1, 2014, the Company sold its entire 27.8% equity interest in CV to TEGNA. As part of the transaction, TEGNA acquired the equity interests of the other partners and thereby acquired full ownership of CV. CV was valued at $2.5 billion for purposes of the transaction and gross proceeds of $1.8 billion were paid to the selling partners at closing. The Company’s portion of the proceeds from the transaction was $686 million before taxes ($426 million after taxes), of which $28 million was held in escrow and paid in the fourth quarter of 2015. The Company’s pretax gain on the sale of CV recognized in the fourth quarter of 2014 was $372 million. Prior to closing, CV made a final distribution of all cash on hand from operations to the current owners. The Company’s portion of this final distribution was $6 million, which is in addition to estimated proceeds from the sale transaction. On April 2, 2015, the Company received an additional cash distribution of $8 million pursuant to CV’s collection of a contingent receivable, which is reflected as a non-operating gain in the Company’s Consolidated Statement of Operations for the year ended December 31, 2015.

On April 1, 2014, CV sold its Apartments.com business to CoStar Group, Inc. for $585 million in cash. The Company’s share of the proceeds from the transaction was approximately $160 million before taxes, which was distributed at closing. In connection with the sale, the Company recorded equity income of $72 million, net of amortization of basis difference of $85 million related to intangible assets of the Apartments.com business, in its Consolidated Statement of Operations for the year ended December 28, 2014.

The Company recognized equity income from CV of $77 million in 2014 and $23 million in 2013. The Company received cash distributions from CV totaling $166 million in 2014 and $25 million in 2013.

Prior to the Publishing Spin-off the Company recorded revenue related to CV classified advertising products placed on affiliated digital platforms. Such amounts totaled approximately $44 million for 2014 and $71 million for 2013 and are included in income (loss) from discontinued operations, net of taxes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summarized Financial Information—Summarized financial information for TV Food Network is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net	$	1,099,307	$	1,070,671	$	1,031,320
Operating income	$	548,919	$	534,477	$	520,942
Net income	$	561,657	$	549,058	$	511,235

	December 31, 2015		December 28, 2014
Current assets	$	750,425	$	708,988
Non-current assets	$	173,513	$	156,580
Current liabilities	$	87,341	$	63,257
Non-current liabilities	$	541	$	619

Summarized financial information for CareerBuilder, Dose Media and CV is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net(1)(2)	$	698,041	$	1,063,321	$	1,096,799
Operating income from continuing operations(1)(2)	$	84,199	$	147,165	$	183,800
Net income(2)(3)	$	80,280	$	713,108	$	224,052

(1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information.

(2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table.

(3) Net income that relates to CV include results through October 1, 2014. See above for further information.

	December 31, 2015(1)(2)		December 28, 2014(1)
Current assets	$	266,390	$	200,006
Non-current assets	$	459,718	$	492,769
Current liabilities	$	190,977	$	201,517
Non-current liabilities	$	24,745	$	21,231
Redeemable non-controlling interest	$	24,666	$	20,470

(1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information.

(2) Balance sheet information as of December 31, 2015 includes Dose Media.

Other—Write-downs of investments, gains and losses on investment sales, and gains and losses from other investment transactions are included as non-operating items in the Company’s Consolidated Statements of Operations. There were no impairments recorded in 2015, 2014 or 2013. These investments constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

The Company does not guarantee any indebtedness or other obligations for any of its equity method investees.

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Marketable Equity Securities—As further described in Note 2, on August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing. The Company classified the shares of Tribune Publishing common stock as available-for-sale securities. As of December 31, 2015, the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0, respectively. As of December 31, 2015, the gross unrealized holding gain relating the Company’s investment in Tribune Publishing was $4 million and is reflected in accumulated other comprehensive (loss) income, net of taxes, in the Company’s Consolidated Balance Sheet. The Company has no current plans to sell its shares of Tribune Publishing.

Cost Method Investments—All of the Company’s cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. As of December 31, 2015, the Company’s cost method investments primarily consist of investments in New Cubs LLC (as defined and described below) and Taboola.com LTD (“Taboola”).

Chicago Cubs Transactions—On August 21, 2009, the Company and a newly-formed limited liability company, Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”) owned by the Company and its subsidiaries to New Cubs LLC. The contributed assets included, but were not limited to, the Chicago Cubs Major League, spring training and Dominican Republic baseball operations, Wrigley Field, certain other real estate used in the business, and the 25.34% interest in Comcast SportsNet Chicago, LLC, which operates a local sports programming network in the Chicago area (collectively, the “Chicago Cubs Business”). On August 24, 2009, the Debtors filed a motion in the Bankruptcy Court seeking approval for the Company’s entry into the Cubs Formation Agreement and to perform all transactions necessary to effect the contribution of the Chicago Cubs Business to New Cubs LLC. On the same day, the Debtors announced that Tribune CNLBC, the principal entity holding the assets and liabilities of the Chicago Cubs, would commence a Chapter 11 case at a future date as a means of implementing the transactions contemplated by the Cubs Formation Agreement. On September 24, 2009, the Bankruptcy Court authorized the Debtors to perform the transactions contemplated by the Cubs Formation Agreement. On October 6, 2009, Major League Baseball announced unanimous approval of the transactions by the 29 other Major League Baseball franchises. Tribune CNLBC filed the CNLBC Petition on October 12, 2009, and the Bankruptcy Court granted Tribune CNLBC’s motion to approve the proposed contribution of the Chicago Cubs Business and related assets and liabilities to New Cubs LLC by an order entered on October 14, 2009. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. The Company and its contributing subsidiaries and affiliates received a special cash distribution of $705 million, retained certain accounts receivable and certain deferred revenue payments and had certain transaction fees paid on their behalf by New Cubs LLC. In total, these amounts were valued at approximately $740 million. The full amount of the special cash distribution, as well as collections on certain accounts receivable that Tribune CNLBC retained after the transaction, were deposited with Tribune CNLBC. Tribune CNLBC held the funds pending their distribution under a confirmed and effective Chapter 11 plan for the Company, Tribune CNLBC and their affiliates, or further order of the Bankruptcy Court. These funds were fully distributed to the Company’s creditors on the Effective Date.

As a result of these transactions, Ricketts Acquisition LLC (“RA LLC”) owns approximately 95% and the Company owns approximately 5% of the membership interests in New Cubs LLC. RA LLC has operational control of New Cubs LLC. The Company’s equity interest in New Cubs LLC is accounted for as a cost method investment and was recorded at fair value as of October 27, 2009 based on the cash contributed to New Cubs

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LLC at closing. During 2015, the Company made capital contributions to New Cubs LLC totaling $8 million and continues to maintain its membership interest of approximately 5%. The carrying value of this investment was $15 million at December 31, 2015 and $8 million at December 28, 2014.

The fair market value of the contributed Chicago Cubs Business exceeded its tax basis. The transaction was structured to comply with the partnership provisions of the IRC and related regulations. Accordingly, the distribution of the portion of the special distribution equal to the net proceeds of the debt facilities entered into by New Cubs LLC concurrent with the closing of these transactions did not result in an immediate taxable gain. The portion of the special distribution in excess of the net proceeds of such debt facilities is treated as taxable sales proceeds with respect to a portion of the contributed Chicago Cubs Business (see Note 14).

Concurrent with the closing of the transaction, the Company executed guarantees of collection of certain debt facilities entered into by New Cubs LLC. The guarantees are capped at $699 million plus unpaid interest. The guarantees are reduced as New Cubs LLC makes principal payments on the underlying loans. To the extent that payments are made under the guarantees, the Company will be subrogated to, and will acquire, all rights of the debt lenders against New Cubs LLC.

Newsday Transactions—On May 11, 2008, the Company entered into an agreement (the “Newsday Formation Agreement”) with CSC and NMG Holdings, Inc. to form a new limited liability company (“Newsday LLC”). On July 29, 2008, the Company consummated the closing of the transactions (collectively, the “Newsday Transactions”) contemplated by the Newsday Formation Agreement. Under the terms of the Newsday Formation Agreement, the Company, through Tribune ND, Inc. (formerly Newsday, Inc.) and other subsidiaries of the Company, contributed certain assets and related liabilities of the Newsday Media Group business (“NMG”) to Newsday LLC, and CSC contributed cash of $35 million and newly issued senior notes of Cablevision Systems Corporation (“Cablevision”) with a fair market value of $650 million to NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis due to the Company’s low tax basis in the contributed intangible assets. However, the transaction did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations.

Concurrent with the closing of this transaction, NHLLC and Newsday LLC borrowed $650 million under a secured credit facility, and the Company received a special cash distribution of $612 million from Newsday LLC as well as $18 million of prepaid rent under two leases for certain facilities used by NMG and located in Melville, New York. Following the closing of the transaction, the Company retained ownership of these facilities. Borrowings under this facility are guaranteed by CSC and NMG Holdings, Inc., each a wholly-owned subsidiary of Cablevision and are secured by a lien on the assets of Newsday LLC and the assets of NHLLC, including $650 million of senior notes of Cablevision issued in 2008 and contributed by CSC. Prior to the sale of its remaining investment in NHLLC, as further described below, the Company indemnified CSC and NMG Holdings, Inc. with respect to any payments that CSC or NMG Holdings, Inc. made under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility. From the July 29, 2008 closing date of the Newsday Transactions through the third anniversary of the closing date, the maximum amount of potential indemnification payments (“Maximum Indemnification Amount”) was $650 million. After the third anniversary, the Maximum Indemnification Amount was reduced by $120 million. The Maximum Indemnification Amount was to be reduced each year thereafter by $35 million until January 1, 2018, at which point the Maximum Indemnification Amount was to be reduced to $0. The Maximum Indemnification Amount was $425 million at December 28, 2014. On September 2, 2015, the Company sold its 3% interest in NHLLC to CSC Holdings, LLC for $8 million and recognized a $3 million gain in connection with the sale. The Company’s remaining deferred tax liability of $101 million (as described in Note 14) became payable upon consummation of the sale. The tax payments were made in the fourth quarter of 2015. At the time of the sale, the Company was also released from all indemnification obligations related to the payments that CSC or NMG Holdings, Inc. are required to make under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Variable Interest Entities—At December 31, 2015, the Company held variable interests, as defined by ASC Topic 810, in Topix (through its investment in TKG Internet Holdings II, LLC) and Las Olas LLC. At December 28, 2014, the Company held variable interests in Topix and Newsday LLC. See Note 1 for further discussion of the Company’s VIEs.

NOTE 10: DEBT

Debt consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Term Loan Facility due 2020, effective interest rate of 3.82% and 4.04%, net of unamortized discount of $7,084 and $8,118	$	2,360,155	$	3,471,017
5.875% Senior Notes due 2022		1,100,000		—
Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $33 and $49		18,868		23,914
Other obligations		—		54
Total debt		3,479,023		3,494,985
Less: Debt due within one year		26,479		4,088
Long-term debt, net of current portion	$	3,452,544	$	3,490,897

Maturities—The Company’s debt and other obligations outstanding as of December 31, 2015 mature as shown below (in thousands):

2016	$	27,841
2017		27,841
2018		34,591
2019		23,791
2020		2,272,076
Thereafter		1,100,000
Total debt		3,486,140
Unamortized discounts		(7,117	)
Total debt, net of discounts	$	3,479,023

Secured Credit Facility—On December 27, 2013, in connection with its acquisition of Local TV, the Company as borrower, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan (the “Secured Credit Facility”). The Secured Credit Facility consisted of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Note 3). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1.000 billion and (y) the maximum amount that would not cause the Company’s net first lien

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senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00.

The obligations of the Company under the Secured Credit Facility are guaranteed by all of the Company’s wholly-owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of the Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of the Company and its subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders.

Amendment

On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into a new tranche of term loans (the “Converted Term B Loans”), along with certain new lenders who advanced $1.802 billion into the new tranche of term loans (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility.

Term Loan Facility

As a result of the amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%. Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due beginning September 30, 2015. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and Classified Ventures, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company has rights to reinvest the proceeds to acquire assets for use in its business, within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00:1.00, then 0%) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent reduction in commitments under the Revolving Credit Facility,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) and clause (iii) above do not apply at any time during which the Company’s corporate rating issued by Moody’s is Baa3 or better and BBB- or better by S&P.

Prior to the Amendment, the Term Loan Facility bore interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR, subject to a minimum rate of 1.00%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0%.

Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014. As further described in Note 2, on August 4, 2014, the Company used a $275 million cash dividend from Tribune Publishing to permanently repay $275 million of outstanding borrowings under the Term Loan Facility.

The Former Term Loans were issued at a discount of 25 basis points, totaling $9 million, which was being amortized to interest expense over the expected term of the Term Loan Facility. The Company incurred and deferred transaction costs totaling $78 million in connection with the Former Term Loans in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014), which was extinguished in the fourth quarter of 2013, continued to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” As of the date of the Amendment, the aggregate unamortized debt issuance costs totaled $64 million and unamortized debt issue discount totaled $8 million.

In connection with the Amendment, the Company paid fees to Term B Loan lenders of $6 million, which are considered a debt discount, of which $4 million was deferred, and incurred transaction costs of $2 million, of which $1 million was deferred. The Company recorded a loss of $37 million on the extinguishment of the Former Term Loan in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2015 as a portion of the facility was considered extinguished for accounting purposes. The loss included the write-off of unamortized transaction costs of $30 million, an unamortized discount of $4 million and other transaction costs of $4 million. The Company’s unamortized transaction costs related to the Term Loan Facility were $32 million and $70 million at December 31, 2015 and December 28, 2014, respectively. These deferred costs are recorded in other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Term Loan Facility.

Revolving Credit Facility

Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0%, based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25%, 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments.

The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.75 to 1.00 for each period of four consecutive fiscal quarters most recently ended. Beginning with the period ending March 29, 2015, the covenant requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended December 31, 2015.

At December 31, 2015, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs.

5.875% Senior Notes due 2022—On June 24, 2015, the Company issued $1.100 billion aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Company, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment discussed above.

During the second quarter of 2015, the Company incurred and deferred transaction costs of $19 million, which are classified as other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Notes. The Company’s unamortized transaction costs related to the Notes were $17 million at December 31, 2015.

The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness of the Company and are effectively subordinated to the Company’s and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of the Company’s domestic subsidiaries that guarantee the Company’s obligations under the Secured Credit Facility.

The Company may redeem the Notes, in whole or in part, at any time prior to July 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

redemption date, plus the applicable make-whole premium. The Company may redeem the Notes, in whole or in part, at any time (i) on and after July 15, 2018 and prior to July 15, 2019, at a price equal to 102.938% of the principal amount of the Notes, (ii) on or after July 15, 2019 and prior to July 15, 2020, at a price equal to 101.469% of the principal amount of the Notes, and (iii) on or after July 15, 2020, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date. In addition, at any time prior to July 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875%, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption.

The Indenture contains covenants that, among other things, limit the ability of the Company and the Company’s restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date.

Notes Registration Rights Agreement

In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors have agreed to file an exchange offer registration statement with the Securities and Exchange Commission (the “SEC”) to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended. The Company and the Subsidiary Guarantors have also agreed to file a shelf registration statement to cover resales of the Notes and the Guarantees under certain circumstances. The Company and the Subsidiary Guarantors agreed to use their commercially reasonable efforts to cause the exchange offer to be consummated as promptly as reasonably practicable after the exchange offer registration statement has become effective and to cause the exchange offer to become effective within 270 days following the issue date of the Notes. In addition, if the exchange offer has not been completed within 360 days after the issue date of the Notes, the Company and the Subsidiary Guarantors have agreed to use their commercially reasonable efforts to file a shelf registration statement and to cause such shelf registration statement to become effective within 90 days of filing such shelf registration statement. If the registration obligations under the Notes Registration Rights Agreement have not been satisfied, under certain circumstances, additional interest will accrue on the Notes for the period from the occurrence of such a registration default (but only with respect to one registration default at any particular time) until such time as all registration defaults have been cured at a rate per annum equal to 0.25% during the first 90-day period following the occurrence of such registration default which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50%.

Dreamcatcher—In addition, the Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Senior Toggle Notes—In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On December 27, 2013, the Company deposited $202 million with the Trustee ($174 million of which, inclusive of accrued interest of $2 million, was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Other—During 2014, the Company incurred $10 million of transaction costs related to a senior secured credit facility which was entered into by Tribune Publishing in connection with the spin-off of the Company’s principal publishing operations on August 4, 2014. The related assets and liabilities for these transaction costs were distributed to Tribune Publishing in the Publishing Spin-off (see Note 2).

Exit Financing Facilities—On the Effective Date, Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as guarantors, entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”). Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as additional borrowers or guarantors, also entered into a secured asset-based revolving credit facility of $300 million, subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A. (the “ABL Exit Facility” and together with the Term Loan Exit Facility, the “Exit Financing Facilities”). The proceeds from the Term Loan Exit Facility were used to fund certain required payments under the Plan (see Note 3). In connection with entering into the Secured Credit Facility to fund the Local TV Acquisition (see Note 5), the Exit Financing Facilities were terminated and repaid in full on December 27, 2013. The lenders under the Term Loan Exit Facility received $1.106 billion consisting of $1.095 billion in principal and accrued interest and a prepayment premium of $11 million. There were no amounts outstanding under the ABL Exit Facility at the time of termination. The Company recognized a loss of $28 million on the extinguishment of the Term Loan Exit Facility in its Consolidated Statement of Operations for the year ended December 29, 2013, which includes the prepayment premium of $11 million, unamortized debt issuance costs of $7 million and an unamortized original issuance discount of $10 million.

NOTE 11: FAIR VALUE MEASUREMENTS

The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels:

• Level 1—Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

• Level 2—Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data.

• Level 3—Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

The Company’s investment in Tribune Publishing is recorded at fair value and is categorized as Level 1 within the fair value hierarchy as the common stock of Tribune Publishing is publicly traded on the NYSE. The

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Company’s investment in Tribune Publishing is measured at fair value on a recurring basis. As of December 31, 2015 the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0, respectively. As of December 28, 2014 the fair value and cost basis of the Company’s investment in Tribune Publishing was $9 million and $0, respectively.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value due to their short term to maturity.

Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands):

	December 31, 2015				December 28, 2014
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Cost method investments	$	20,868	$	20,868	$	18,238	$	18,238
Convertible note receivable	$	—	$	—	$	2,000	$	2,000
Term Loan Facility	$	2,328,038	$	2,360,155	$	3,411,744	$	3,471,017
5.875% Senior Notes due 2022	$	1,108,250	$	1,100,000	$	—	$	—
Dreamcatcher Credit Facility	$	18,587	$	18,868	$	23,498	$	23,914

The following methods and assumptions were used to estimate the fair value of each category of financial instruments.

Cost Method Investments—Cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. No events or changes in circumstances occurred during 2015 or 2014 that suggested a significant adverse effect on the fair value of the Company’s investments. The carrying value of the cost method investments at both December 31, 2015 and December 28, 2014 approximated fair value. The cost method investments would be classified in Level 3 of the fair value hierarchy.

Convertible Note Receivable—As of December 28, 2014, the Company held a $2 million convertible note receivable from a private company which was recorded at cost. During 2015, the Company determined that there was a decline in the fair value of the convertible note receivable that was other than temporary. Therefore, the Company recorded a $2 million non-cash pretax charge to write down the value of the convertible note receivable, which is included in non-operating items in the Consolidated Statement of Operations for the year ended December 31, 2015.

Term Loan Facility—The fair value of the outstanding principal balance of the term loans under the Company’s Term Loan Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

5.875% Senior Notes due 2022—The fair value of the outstanding principal balance of the Company’s 5.875% Senior Notes due 2022 at December 31, 2015 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

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Dreamcatcher Credit Facility—The fair value of the outstanding principal balance of the Company’s Dreamcatcher Credit Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information for similar instruments in a non-active market and would be classified in Level 2 of the fair value hierarchy.

NOTE 12: CONTRACTS PAYABLE FOR BROADCAST RIGHTS

Contracts payable for broadcast rights totaled $622 million and $459 million at December 31, 2015 and December 28, 2014, respectively. Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2015 are as follows (in thousands):

2016	$	236,676
2017		120,256
2018		97,038
2019		90,343
2020		58,341
Thereafter		19,129
Total	$	621,783

NOTE 13: COMMITMENTS AND CONTINGENCIES

Broadcast Rights—The Company has entered into certain contractual commitments for broadcast rights that are not currently available for broadcast, including programs not yet produced. In accordance with ASC Topic 920, such commitments are not included in the Company’s consolidated financial statements until the cost of each program is reasonably determinable and the program is available for its first showing or telecast. If programs are not produced, the Company’s commitments would expire without obligation. Payments for broadcast rights generally commence when the programs become available for broadcast. At December 31, 2015 and December 28, 2014, these contractual commitments totaled $999 million and $960 million, respectively.

Operating Leases—The Company leases certain equipment and office and production space under various operating leases. Net lease expense from continuing operations was $30 million in 2015, $27 million in 2014 and $20 million in 2013. The Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2015 were as follows (in thousands):

2016	$	29,302
2017		25,836
2018		20,615
2019		17,967
2020		17,227
Thereafter		68,972
Total	$	179,919

Other Commitments—At December 31, 2015, the Company had commitments related to the purchase of technology services, news and market data services, and talent contracts totaling $347 million.

FCC Regulation—Various aspects of the Company’s operations are subject to regulation by governmental authorities in the United States. The Company’s television and radio broadcasting operations are subject to FCC

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jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses, and limit the number of media interests in a local market that a single entity can own. Federal law also regulates the rates charged for political advertising and the quantity of advertising within children’s programs.

Television and radio broadcast station licenses are granted for terms of up to eight years and are subject to renewal by the FCC in the ordinary course, at which time they may be subject to petitions to deny the license renewal applications. As of February 29, 2016, the Company had FCC authorization to operate 39 television stations and one AM radio station.

Under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”), the Company may own up to two television stations within the same Nielsen Designated Market Area (“DMA”) (i) provided certain specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but, at the time the station was created, no more than one of the stations was a top 4-rated station and the market would continue to have at least eight independently-owned full power stations after the station combination is created or (iii) where certain waiver criteria are met. The Company owns duopolies permitted under the “top-4/8 voices” test in the Seattle, Denver, St. Louis, Indianapolis, Oklahoma City and New Orleans DMAs. The Indianapolis duopoly is permitted under the Duopoly Rule because it met the top-4/8 voices test at the time we acquired WTTV(TV)/WTTK(TV) in July 2002. Duopoly Rule waivers granted in connection with the FCC’s approval of the Company’s plan of reorganization (the “Exit Order”) or the Local TV Acquisition (the “Local TV Transfer Order”) authorize the Company’s ownership of duopolies in the New Haven-Hartford and Fort Smith-Fayetteville DMAs, and full power “satellite” stations in the Denver and Indianapolis DMAs.

Under the FCC’s “Newspaper Broadcast Cross Ownership Rule” (the “NBCO Rule”), the Company and holders of “attributable interests” in the Company generally are prohibited from owning or holding attributable interests in both daily newspapers and broadcast stations in the same market. On August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing (see Note 2). The Company determined that it does not have an attributable interest in the daily newspaper business or operations of Tribune Publishing. As a result of the pro rata distribution of Tribune Publishing stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of Tribune Publishing. The residual common attributable interests of the Attributable Shareholders in the Company and Tribune Publishing maintain the status quo with respect to these shareholders’ interests in the companies.

The Company’s television/newspaper interests are subject to a temporary waiver of the NBCO Rule which was granted by the FCC in conjunction with its approval of the Exit Order. On November 12, 2013, the Company filed with the FCC a request for extension of the temporary NBCO Rule waivers granted in the Exit Order. That request is pending. Meanwhile, in its pending 2014 Quadrennial Review of the ownership rules, the FCC is considering a proposal that would modify the NBCO Rule by establishing a favorable presumption with respect to certain daily newspaper/broadcast combinations in the 20 largest markets and a rebuttable negative presumption with respect to such combinations in all other markets. The proceeding is pending. The Company cannot predict the outcome of this proceeding or whether the FCC will allow the Company’s existing temporary waiver to remain in effect pending the conclusion of the proceeding.

The FCC’s “National Television Multiple Ownership Rule” prohibits the Company from owning television stations that, in the aggregate, reach more than 39% of total U.S. television households, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). The Company’s current national reach would exceed the 39% cap on an undiscounted basis. In a pending rulemaking

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proceeding the FCC has proposed to repeal the UHF Discount but to grandfather existing combinations that exceed the 39% cap. Under the FCC’s proposal, absent a waiver, a grandfathered station group would have to come into compliance with the modified cap upon a sale or transfer of control. If adopted as proposed, the elimination of the UHF Discount would affect the Company’s ability to acquire additional television stations (including the Dreamcatcher stations that are the subject of certain option rights held by the Company, see Note 5 for further information).

The Company provides certain operational support and other services to the Dreamcatcher stations pursuant to shared services agreements (“SSA”). In its pending 2014 Quadrennial Review proceeding, the FCC is seeking comment on proposals to adopt reporting requirements for SSAs. The Company cannot predict the outcome of that proceeding or its effect on the Company’s business or operations. Meanwhile, in a public notice released on March 12, 2014, the FCC announced that pending and future transactions involving SSAs will be subject to a higher level of scrutiny if they include a combination of certain operational and economic features. Although the Company currently has no transactions pending before the FCC that would be subject to such higher scrutiny, this policy could limit the Company’s future ability to enter into SSAs or similar arrangements.

In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC is seeking comment on whether to eliminate or modify its “network non-duplication” and “syndicated exclusivity” rules, pursuant to which local television stations may enforce their contractual exclusivity rights with respect to network and syndicated programming. Pursuit to the Satellite Television Extension and Localism Act of 2010 (“STELA”) Reauthorization Act, enacted in December 2014 (“STELAR”), the FCC has adopted regulation prohibiting a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with a separately owned television station in the same market. The Company does not currently engage in retransmission consent negotiations jointly with any other stations in its markets. In response to Congress’s directive in STELAR, on September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and multichannel video programming distributors (“MVPDs”) negotiate in “good faith” for the retransmission by MVPDs of local television signals. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good faith requirement. The Company cannot predict the impact of the FCC’s proposals on the Company’s business.

Federal legislation enacted in February 2012 authorizes the FCC to conduct voluntary “incentive auctions” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.75 billion. If any of the Company’s television stations are required to change frequencies or otherwise modify their operations, the stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams. The FCC has adopted rules to implement the incentive auction and repacking through a number of orders and public notices. Applications to participate in the auction were due on January 12, 2016 and the auction is scheduled to begin on March 29, 2016, but may be cancelled, delayed or materially altered. The Company has filed applications to participate in the

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auction. The Company cannot predict the likelihood, timing or outcome of the incentive auction, or any related FCC regulatory action. The FCC has adopted strict communications prohibitions with respect to the auction which went into effect on January 12, 2016, and will remain in effect until the FCC publicly announces that the auction has ended (which could be as late as fourth quarter 2016 or later). During such time, the Company and its agents, employees, officers and directors are prohibited from directly or indirectly communicating-both internally and externally-certain information regarding the Company’s auction participation.

As described in Note 5, the Company completed the Local TV Acquisition on December 27, 2013 pursuant to FCC staff approval granted on December 20, 2013 in the Local TV Transfer Order. On January 22, 2014, Free Press filed an Application for Review seeking review by the full Commission of the Local TV Transfer Order. The Company filed an Opposition to the Application for Review on February 21, 2014. Free Press filed a reply on March 6, 2014. The matter is pending.

On January 27, 2016, the FCC announced the initiation of a proceeding entitled “Proposal to Unlock the Set-Top Box: Creating Choice & Innovation.” On February 18, 2016, the FCC released a Notice of Proposed Rule Making. While the period to comment on this NPRM is still on-going, one proposed requirement in the NPRM is that program providers pass through information about what programming is available, such as channel and program information and “entertainment identifier register IDs.” Adoption of this requirement without, among other things, adequately protecting proprietary and intellectual property rights in program guide content of which we are a major producer and distributor, and respecting contracts between entertainment data providers and their customers could negatively affect our entertainment data licensing business.

From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict such actions or their resulting effect upon the Company’s business and financial position.

Other Contingencies—The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 14 for a discussion of potential income tax liabilities.

The Company does not believe that any other matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or liquidity.

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NOTE 14: INCOME TAXES

The following is a reconciliation of income taxes from continuing operations computed at the U.S. federal statutory rate of 35% to income tax expense from continuing operations reported in the Consolidated Statements of Operations (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
(Loss) Income from continuing operations before income taxes	$	(297,595	)	$	741,810		$	258,907		$	8,284,314
Federal income taxes (35% in 2015, 2014 and 2013)		(104,158	)		259,633			90,617			—
State and local income taxes, net of federal tax benefit		3,149			31,535			11,768			—
Domestic production activities deduction		(6,796	)		(7,910	)		(7,560	)		—
Non-deductible reorganization and acquisition costs		1,234			4,268			6,466			—
Non-deductible goodwill		133,350			—			—			—
Income tax settlements and other adjustments, net		(9,288	)		(1,801	)		(15,878	)		—
Tax rate change due to Publishing Spin-off		—			(10,810	)		—			—
Excess capital losses		—			—			6,944			—
Other, net		4,832			3,784			3,608			—
Income taxes on reorganization items		—			—			—			181,734
Income taxes attributable to fair value adjustments		—			—			—			888,455
Income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189
Effective tax rate		(7.5	)%		37.6	%		37.1	%		12.9	%

Subchapter S Corporation Election, Subsequent Conversion to C Corporation and Implementation of Fresh-Start Reporting—On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the IRC, which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The ESOP was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate.

As a result of the election and in accordance with ASC Topic 740, the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries.

On the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled and (iii) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC and therefore is subject to federal and state income taxes in periods subsequent to the Effective Date. The net tax expense relating to this conversion and other reorganization adjustments recorded in connection with Reorganized Tribune Company’s emergence from bankruptcy was $195 million, which was reported as an increase in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. In addition, the implementation of fresh-start reporting, as described in Note 4, resulted in an aggregate increase of $968 million

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in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. As a C corporation, Reorganized Tribune Company is subject to income taxes at a higher effective tax rate.

As described in Note 4, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $163 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

In 2015, income tax expense amounted to $22 million, which reflects the tax impact of the reversal of $381 million of book loss related to an impairment of non-deductible goodwill. In addition, tax expense included favorable adjustments of $9 million related to the resolution of certain federal and state income tax matters and other adjustments.

In 2014, income tax expense amounted to $279 million, which included favorable adjustments of $2 million primarily related to the resolution of certain federal income tax matter and an $11 million one-time benefit due to the decrease in the Company’s net state deferred tax liabilities as a result of the change in the Company’s income tax rate immediately following the Publishing Spin-off.

In 2013, income tax expense amounted to $96 million primarily as a result of the Company’s conversion to a C corporation as discussed above. Income tax expense in 2013 includes $16 million of income tax benefit primarily related to the resolution of certain federal income tax matters and refunds of interest paid on prior tax assessments, partially offset by $7 million of income tax expense related to capital losses generated in 2013 but not utilized and not available to carryforward as a result of emergence from bankruptcy (see “Emergence from Chapter 11” section below).

The net income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 totaled $1.001 billion, of which a $70 million income tax benefit is included in income (loss) from discontinued operations, net of taxes. See Note 4 for further information.

The Company has not recorded a provision for deferred U.S. income tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of undistributed foreign earnings was less than $2 million at both December 31, 2015 and December 28, 2014 and less than $1 million at December 29, 2013. The determination of the amount of unrecognized U.S. deferred income tax liability with respect to these undistributed foreign earnings is not practicable.

Components of income tax expense from continuing operations were as follows (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
Current:
U.S. federal	$	145,034		$	382,727		$	97,914		$	(7,246	)
State and local		17,364			77,179			20,308			1,047
Sub-total		162,398			459,906			118,222			(6,199	)
Deferred:
U.S. federal		(119,813	)		(136,869	)		(18,727	)		918,604
State and local		(20,262	)		(44,338	)		(3,530	)		157,784
Sub-total		(140,075	)		(181,207	)		(22,257	)		1,076,388
Total income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands):

	December 31, 2015			December 28, 2014
Deferred tax assets:
Broadcast rights	$	86,451		$	71,407
Postretirement benefits other than pensions		3,933			5,570
Stock-based compensation and other employee benefits		17,721			13,447
Pensions		180,368			185,514
Other accrued liabilities		18,904			21,923
Other future deductible items		18,132			14,451
Net operating loss carryforwards		11,072			12,327
Accounts receivable		3,102			2,671
		339,683			327,310
Valuation allowance on net operating loss carryforwards		(2,909	)		(7,557	)
Total deferred tax assets	$	336,774		$	319,753
Deferred tax liabilities:
Net intangible assets	$	669,056		$	668,450
Investments		418,908			442,554
Deferred gain on partnership contributions		164,322			283,950
Net properties		61,304			49,122
Other		5,807			2,216
Total deferred tax liabilities		1,319,397			1,446,292
Net deferred tax liabilities	$	982,623		$	1,126,539

The net deferred tax liability of $983 million is reported in the Consolidated Balance Sheet at December 31, 2015 as a non-current deferred tax asset of $1 million (a component of other non-current assets) and a non-current deferred tax liability of $984 million.

Federal, State and Foreign Operating Loss Carryforwards—At December 31, 2015 and December 28, 2014, the Company had approximately $132 million and $149 million, respectively, of federal, state and foreign operating loss carryforwards. The carryforwards will expire between 2016 and 2033. For the year ended December 31, 2015, the Company recorded a $5 million reduction to the valuation allowance on the basis of management’s reassessment of the related net operating losses that are more likely than not to be realized.

Newsday and Chicago Cubs Transactions—As further described in Note 9, the Company consummated the closing of the Newsday Transactions on July 29, 2008. As a result of these transactions, CSC, through NMG Holdings, Inc., owned approximately 97% and the Company owned approximately 3% of NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. In March 2013, the IRS issued its audit report on the Company’s federal income tax return for 2008 which concluded that the gain should have been included in the Company’s 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax and penalty through December 31, 2015 would be approximately $37 million. The Company disagrees with the IRS’s position and has timely filed its protest in response to the IRS’s proposed tax adjustments. The Company is contesting the IRS’s position in the IRS administrative appeals division. If the IRS

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position prevails, the Company would also be subject to approximately $32 million, net of tax benefits, of state income taxes through December 31, 2015. If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. As of December 31, 2015, the Company has made approximately $137 million of federal and state tax payments through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Newsday Transactions. In accordance with ASC Topic 740, “Income Taxes,” the Company’s Consolidated Balance Sheet at December 28, 2014 included a deferred tax liability of $110 million related to the future recognition of taxable income related to the Newsday Transactions. As further described in Note 9, on September 2, 2015, the Company sold its remaining interest in the Newsday partnership. The Company’s remaining deferred tax liability of $101 million became payable upon the consummation of the sale. The tax payments were made in the fourth quarter of 2015. The sale of its partnership interest does not impact the ongoing IRS audit, nor does it change the Company’s view on the tax position(s) taken on the original transaction.

As further described in Note 9, the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009. As a result of these transactions, Ricketts Acquisition LLC owns 95% and the Company owns 5% of the membership interests in New Cubs LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. The IRS is currently auditing the Company’s 2009 federal income tax return which includes the Chicago Cubs Transactions. The Company expects the IRS audit to be concluded during 2016. If the gain on the Chicago Cubs Transactions is deemed by the IRS to be taxable in 2009, the federal and state income taxes would be approximately $225 million before interest and penalties. If the IRS prevails, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. As of December 31, 2015, the Company has paid approximately $35 million through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, the Company’s Consolidated Balance Sheet at December 31, 2015 and December 28, 2014 includes a deferred tax liability of $164 million and $174 million, respectively, related to the future recognition of taxable income related to the Chicago Cubs Transactions.

Accounting for Uncertain Tax Positions—The Company accounts for uncertain tax positions in accordance with ASC Topic 740, which addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure.

The Company’s liability for unrecognized tax benefits totaled $34 million at December 31, 2015 and $19 million at December 28, 2014. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $26 million and $17 million impact on the Company’s reported income tax expense in 2015 and 2014, respectively.

As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At both December 31, 2015 and December 28, 2014, the Company’s accrued interest and penalties related to uncertain tax positions totaled less than $1 million.

The IRS has completed its audits of the Company’s returns for all fiscal years prior to 2008 and the Company has paid all taxes relating to tax years ended prior to 2008. State income tax returns are generally subject to examination for a period of three to five years after they are filed, although many states often receive

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extensions of time from the Company. In addition, states may examine the state impact of any federal changes for a period of up to one year after the states are formally notified of the changes. The Company currently has various state income tax returns in the process of examination or administrative appeals. No foreign income tax returns are currently in the process of examination or administrative appeal.

The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2013, 2014 and 2015 (in thousands):

Liability at December 30, 2012	$	23,582
Gross increase as a result of tax positions related to a prior period		642
Gross increase as a result of tax positions related to the current period		7,009
Decreases related to settlements with taxing authorities		(9,689	)
Liability at December 29, 2013	$	21,544
Gross increase as a result of tax positions related to a prior period		913
Decrease related to statute of limitations expirations		(3,605	)
Liability at December 28, 2014	$	18,852
Gross increase as a result of tax positions related to a prior period		12,573
Gross increase as a result of tax positions related to the current period		3,841
Decrease related to statute of limitations expirations		(1,634	)
Liability at December 31, 2015	$	33,632

Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $10 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations.

Emergence From Chapter 11—Prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies. These transactions had no impact on reported income tax expense for 2012.

Generally, for federal tax purposes, the discharge of a debt obligation in a bankruptcy proceeding for an amount less than its adjusted issue price (as defined in the IRC) creates cancellation of indebtedness income (“CODI”) that is excludable from the obligor’s taxable income. However, certain income tax attributes are reduced by the amount of CODI. The prescribed order of income tax attribute reduction is as follows: (i) net operating losses for the year of discharge and net operating loss carryforwards, (ii) most credit carryforwards, including the general business credit and the minimum tax credit, (iii) net capital losses for the year of discharge and capital loss carryforwards and (iv) the tax basis of the debtors’ assets. At the Effective Date, a subsidiary of Reorganized Tribune Company had a net operating loss carryforward which was reduced to zero as a result of the CODI rules. The CODI rules also require Reorganized Tribune Company to reduce any capital losses generated and not utilized during 2013. The impact of the reduction in tax basis of assets and the elimination of the net operating loss carryforward were reflected in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15: PENSION AND OTHER RETIREMENT PLANS

Employee Pension Plans—The Tribune Company pension plan was frozen as of December 1998 in terms of pay and service. An employee stock ownership plan established in 1988 was fully allocated at the end of 2003 and was replaced by an enhanced 401(k) plan in 2004.

In connection with the Times Mirror acquisition, the Company assumed defined benefit pension plans and various other contributory and non-contributory retirement plans covering substantially all of Times Mirror’s former employees. In general, benefits under the Times Mirror defined benefit plans were based on the employee’s years of service and compensation during the last five years of employment. In December 2005, the pension plan benefits for former Times Mirror non-union and non-Newsday employees were frozen. In March 2006, the pension plan benefits for Newsday union and non-union employees were frozen. Benefits provided by Times Mirror’s Employee Stock Ownership Plan (“Times Mirror ESOP”), which was fully allocated as of December 31, 1994, are used to offset certain pension plan benefits and, as a result, the defined benefit plan obligations are net of the actuarially equivalent value of the benefits earned under the Times Mirror ESOP. The maximum offset is equal to the value of the benefits earned under the defined benefit plan.

Effective January 1, 2008, the Tribune Company pension plan was amended to provide a tax-qualified, non-contributory guaranteed cash balance benefit for eligible employees. In addition, effective December 31, 2007, the Tribune Company pension plan was amended to provide a special one-time initial cash balance benefit for eligible employees. On November 3, 2009, the Company announced that participant cash balance accounts in the Tribune Company pension plan would be frozen after an allocation equal to 3% of eligible compensation for the 2009 plan year was made to the accounts of eligible employees. Such an allocation was made during the first quarter of 2010.

The Company also maintains three small defined benefit pension plans for other employees and former employees and participates in several multiemployer pension plans on behalf of employees represented by certain unions. During 2011, two of these small Company-sponsored defined benefit pension plans were frozen. In March 2011, the pension plan benefits of The Baltimore Sun Company Retirement Plan for Mailers (the “Baltimore Mailers Plan”) were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Baltimore Mailers Union Local No. 888. In June 2011, the pension plan benefits of The Baltimore Sun Company Employees’ Retirement Plan were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Washington-Baltimore Newspaper Guild. The other small Company-sponsored defined benefit pension plan covers certain union employees covered by collective bargaining agreements and certain hourly employees not covered by a separate collective bargaining agreement. This plan is not frozen and represents less than 2% of the total projected benefit obligation for the Company-sponsored defined benefit pension plans at December 31, 2015.

See “Multiemployer Pension Plans” section below for further discussion of the Company’s participation in multiemployer pension plans.

As a result of the filing of the Chapter 11 Petitions, the Predecessor was not allowed to make postpetition benefit payments under its non-qualified pension plans unless otherwise approved by the Bankruptcy Court. In the third quarter of 2012, the Plan was confirmed which, among other things, resulted in adjustments to certain claims related to the Predecessor’s non-qualified pension plans that were otherwise contingent upon the confirmation of the Plan. As a result, the Debtors recorded losses totaling approximately $19 million related to increasing the Predecessor’s liabilities under its non-qualified pension plans pursuant to a settlement agreement. Such losses were included in reorganization costs, net in the Predecessor’s Consolidated Statement of Operations

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for December 30, 2012. On the Effective Date, the Predecessor’s obligations with respect to these plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Multiemployer Pension Plans—The Company contributes to various multiemployer pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Alternatively, if the Company chooses to stop participating in one of its multiemployer plans, it may incur a withdrawal liability based on the unfunded status of the plan. The Company’s contributions to multiemployer pension plans were $3 million, $6 million and $6 million for 2015, 2014 and 2013, respectively. The contributions for 2014 and 2013 include contributions related to multiemployer pension plans which were assumed by Tribune Publishing subsequent to the Publishing Spin-off and totaled $3 million and $4 million, respectively. Based on contributions reported in the most recent Form 5500 for the largest multiemployer pension plan, the Company’s contributions represent less than 5% of the plan’s total contributions. No multiemployer pension plan contributed to by the Company was individually significant. The Pension Protection Act of 2006 (“PPA”) zone status as of December 31, 2015 for the AFTRA Retirement Plan, which represented 93% of the Company’s contributions in 2015, was green based on the plan’s year-end at December 31, 2014. Pursuant to the PPA, a plan in the green zone is at least 80% funded. The Company’s participation in other plans was immaterial in 2015.

Postretirement Benefits Other Than Pensions—The Company provides postretirement health care and life insurance benefits to eligible employees under a variety of plans. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. In 2015, the Company notified certain employees that it will no longer offer retiree medical coverage to employees who retire after January 1, 2016 as well as revised benefits for a certain group of plan participants that was effective January 1, 2016. These plan changes decreased the Company’s other postretirement benefit obligation by $4 million. This unrecognized gain will be recognized as amortization of prior service credits over 10 years, which represents the average remaining life expectancy of plan participants.

Obligations and Funded Status—As discussed in Note 1, the Company recognizes the overfunded or underfunded status of its defined benefit pension and other postretirement plans as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summarized information for the Company’s defined benefit pension plans and other postretirement plans is provided below (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Change in benefit obligations:
Projected benefit obligations, beginning of year	$	2,124,373		$	1,794,470		$	14,005		$	62,072
Service cost		709			463			81			328
Interest cost		81,815			82,109			451			1,466
Plan amendments		—			—			(3,887	)		—
Impact of Medicare Reform Act		—			—			72			78
Actuarial (gain) loss		(114,431	)		353,374			726			(2,224	)
Benefits paid		(105,495	)		(106,043	)		(1,393	)		(3,821	)
Liability distributed in Publishing Spin-off		—			—			—			(43,894	)
Projected benefit obligations, end of year		1,986,971			2,124,373			10,055			14,005
Change in plans’ assets:
Fair value of plans’ assets, beginning of year		1,655,257			1,595,294			—			—
Actual return on plans’ assets		(19,113	)		155,456			—			—
Employer contributions		249			10,550			1,393			3,821
Benefits paid		(105,495	)		(106,043	)		(1,393	)		(3,821	)
Fair value of plans’ assets, end of year		1,530,898			1,655,257			—			—
Funded (under funded) status of the plans	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Employee compensation and benefits	$	—		$	—		$	(1,409	)	$	(1,495	)
Pension obligations, net		(456,073	)		(469,116	)		—			—
Postretirement medical, life and other benefits		—			—			(8,646	)		(12,510	)
Net amount recognized	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

The accumulated benefit obligation, which excludes the impact of future compensation increases, for all defined benefit pension plans was $1.987 billion and $2.124 billion at December 31, 2015 and December 28, 2014, respectively.

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TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of net periodic benefit cost for Company-sponsored plans were as follows (in thousands):

	Pension Plans												Other Postretirement Plans
	Successor									Predecessor			Successor								Predecessor
	2015			2014			2013			Dec. 31, 2012			2015			2014			2013		Dec. 31, 2012
Service cost	$	709		$	463		$	616		$	—		$	81		$	328		$	559	$	—
Interest cost		81,815			82,109			74,489			—			451			1,466			1,994		—
Expected return on plans’ assets		(111,690	)		(113,056	)		(109,885	)		—			—			—			—		—
Recognized actuarial (gain) loss		—			(159	)		—			—			25			(22	)		—		—
Amortization of prior service credits		—			—			—			—			(81	)		—			—		—
Net periodic benefit cost (credit)	$	(29,166	)	$	(30,643	)	$	(34,780	)	$	—		$	476		$	1,772		$	2,553	$	—
Adjustments to non-qualified pension plans(1)	$	—		$	—		$	—		$	(49,295	)	$	—		$	—		$	—	$	—

(1) On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

The amounts of net periodic benefit cost for Company-sponsored other post retirement plans applicable to continuing and discontinued operations were as follows (in thousands):

	Other Postretirement Plans
	2015		2014		2013
Continuing operations	$	476	$	605	$	556
Discontinued operations		—		1,167		1,997
Net periodic benefit cost	$	476	$	1,772	$	2,553

Amounts included in the accumulated other comprehensive (loss) income component of shareholder’s equity (deficit) for Company-sponsored plans were as follows (in thousands):

	Pension Plans						Other Postretirement Plans						Total
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Unrecognized net actuarial losses, net of tax	$	(59,217	)	$	(49,262	)	$	(488	)	$	(61	)	$	(59,705	)	$	(49,323	)
Unrecognized prior service credits, net of tax		—			—			2,314			—			2,314			—
Total	$	(59,217	)	$	(49,262	)	$	1,826		$	(61	)	$	(57,391	)	$	(49,323	)

F-94

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In accordance with ASC Topic 715, unrecognized net actuarial gains and losses will be recognized in net periodic pension expense over approximately 26 years, which represents the estimated average remaining life expectancy of the inactive participants receiving benefits, due to plans being frozen and participants are deemed inactive for purposes of determining remaining useful life. The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period.

Assumptions—Weighted average assumptions used each year in accounting for pension benefits and other postretirement benefits were as follows:

	Pension Plans						Other Postretirement Plans
	2015			2014			2015			2014
Discount rate for expense through Publishing Spin-Off(1)		N/A			4.70	%		N/A			3.95	%
Discount rate for expense following Publishing Spin-Off(1)		3.95	%		4.70	%		3.30	%		3.35	%
Discount rate for obligations		4.30	%		3.95	%		3.45	%		3.30	%
Increase in future salary levels for expense		3.50	%		3.50	%		—			—
Increase in future salary levels for obligations		3.50	%		3.50	%		—			—
Long-term rate of return on plans’ assets for expense		7.25	%		7.50	%		—			—

(1) In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off.

The Company utilizes the Aon Hewitt AA-Only Bond Universe Yield Curve (the “Aon Hewitt Yield Curve”) for discounting future benefit obligations and calculating interest cost. The Aon Hewitt Yield Curve represents the yield on high quality (AA and above) corporate bonds that closely match the cash flows of the estimated payouts for the Company’s benefit obligations.

The Company used a multi-pronged approach to determine its 7.25% assumption for the long-term expected rate of return on pension plan assets. This approach included a review of actual historical returns achieved and anticipated long-term performance of each asset class. See the “Plan Assets” section below for further information.

For purposes of measuring postretirement health care costs for 2015, the Company assumed a 7.5% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2023 and remain at that level thereafter. For purposes of measuring postretirement health care obligations at December 31, 2015, the Company assumed a 6.0% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2024 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. As of December 31, 2015, a 1% change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase		1% Decrease
Service cost and interest cost	$	25	$	(22	)
Projected benefit obligation	$	283	$	(257	)

Plan Assets—The Company’s investment strategy with respect to the Company’s pension plan assets is to invest in a variety of investments for long-term growth in order to satisfy the benefit obligations of the

F-95

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company’s pension plans. Accordingly, when making investment decisions, the Company endeavors to strategically allocate assets within asset classes in order to enhance long-term real investment returns and reduce volatility.

The actual allocations for the pension assets at December 31, 2015 and December 28, 2014 and target allocations by asset class were as follows:

	Percentage of Plan Assets
	Actual Allocations						Target Allocations
	2015			2014			2015			2014
Asset category:
Equity securities		51.5	%		51.9	%		50.0	%		50.0	%
Fixed income securities		41.6	%		41.4	%		45.0	%		45.0	%
Cash and other short-term investments		1.1	%		1.8	%		—			—
Other alternative investments		5.8	%		4.9	%		5.0	%		5.0	%
Total		100.0	%		100.0	%		100.0	%		100.0	%

Actual allocations to each asset class varied from target allocations due to market value fluctuations, timing, and overall market volatility during the year. The asset allocation is monitored on a quarterly basis and rebalanced as necessary.

Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks.

Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds) and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks.

Alternative investments include investments in private real estate assets, private equity funds and venture capital funds. The private equity and venture capital investments use the median internal rate of return for the given strategy and vintage year in the VentureXpert database as their benchmarks. The real estate assets use the National Council of Real Estate Investment Fiduciaries Property Index as their benchmark.

F-96

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables set forth, by asset category, the Company’s pension plan assets as of December 31, 2015 and December 28, 2014, using the fair value hierarchy established under ASC Topic 820 and described in Note 11 (in thousands):

	Pension Plan Assets as of December 31, 2015
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	585,719	$	—	$	—	$	585,719
Common/collective trusts		—		114,471		—		114,471
103-12 investment entity		—		159,975		—		159,975
International equity limited partnership		—		38,857		—		38,857
Fixed income:
U.S. government securities		—		167,969		—		167,969
Corporate bonds		—		246,739		—		246,739
Mortgage-backed and asset-backed securities		—		29,473		—		29,473
Other		—		26,582		—		26,582
Pooled separate account		—		18,221		—		18,221
Loan fund limited partnership		—		29,852		—		29,852
Real estate		—		—		86,909		86,909
Private equity limited partnerships		—		—		456		456
Venture capital limited partnerships		—		—		1,469		1,469
Total pension plan assets measured at fair value	$	585,719	$	832,139	$	88,834		1,506,692
Pension plan assets measured at contract value:
Insurance contracts								24,206
Total pension plan assets							$	1,530,898

	Pension Plan Assets as of December 28, 2014
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	675,548	$	—	$	—	$	675,548
Common/collective trusts		—		127,805		—		127,805
103-12 investment entity		—		164,168		—		164,168
International equity limited partnership		—		46,539		—		46,539
Fixed income:
U.S. government securities		—		174,201		—		174,201
Corporate bonds		—		246,737		—		246,737
Mortgage-backed and asset-backed securities		—		33,828		—		33,828
Other		—		30,578		—		30,578
Pooled separate account		—		19,669		—		19,669
Loan fund limited partnership		—		31,044		—		31,044
Real estate		—		—		77,731		77,731
Private equity limited partnerships		—		—		1,461		1,461
Venture capital limited partnerships		—		—		2,015		2,015
Total pension plan assets measured at fair value	$	675,548	$	874,569	$	81,207		1,631,324
Pension plan assets measured at contract value:
Insurance contracts								23,933
Total pension plan assets							$	1,655,257

F-97

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy.

Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy.

The 103-12 investment entity has underlying assets that include plan assets of two or more plans that are not members of a related group of employee benefit plans. Securities held by this entity include registered investment companies that are valued based on the quoted sale price of the day. Securities for which no market quotations are readily available (including restricted securities) are valued using other significant observable inputs. Therefore, the 103-12 investment entity is classified in Level 2 of the fair value hierarchy.

The international equity limited partnership invests in equity securities of emerging market companies that are included in either the International Finance Corporation Free Index or the Morgan Stanley Capital International Emerging Markets Index. Securities in the international equity limited partnership contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy.

U.S. government securities consist of investments in treasury securities, investment grade municipal securities and unrated or non-investment grade municipal securities and are classified in Level 2 of the fair value hierarchy. U.S. government bonds not traded on an active market are valued at a price which is based on a compilation of primarily observable market information or a broker quote in a non-active market, and are classified in Level 2 of the fair value hierarchy. Corporate bonds, mortgage-backed securities and asset-backed securities are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized in Level 2 of the fair value hierarchy.

The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. The pooled separate account portfolio may include investments in money market instruments, common stocks and government and corporate bonds and notes. The underlying assets are valued based on the net asset value as provided by the investment account manager and therefore the pooled separate account is classified in Level 2 of the fair value hierarchy.

The loan fund limited partnership invests in senior bank loans and other senior debt instruments of borrowers that are primarily based in the U.S. and Canada. The loans and other instruments are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences. Therefore, the loan fund limited partnership is classified in Level 2 of the fair value hierarchy.

The fair values of real estate investments have been estimated using the methods most appropriate for the type of investment, including, but not limited to, the following: forecasts of net cash flows based on analyses of revenue and expenses and anticipated net proceeds from the liquidation of the underlying investments, discounted at prevailing risk-adjusted market rates of interest; comparisons of key performance indicators of relevant industry indices; recent negotiations of comparable investments; and/or independent appraisals by lenders or other third parties, when available. Availability of real estate investments for liquidation by the Company’s pension plans is subject to the liquidity of the underlying assets. Therefore, the real estate investments are classified in Level 3 of the fair value hierarchy.

F-98

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair values of private equity and venture capital limited partnerships are estimated on a periodic basis using models that incorporate market, income, and cost valuation methods. The valuation inputs are not highly observable, and these investment interests are not actively traded on an open market. Therefore, investments in private equity and venture capital limited partnerships are classified in Level 3 of the fair value hierarchy.

The following tables set forth a summary of changes in the fair value of the Company’s pension plan Level 3 assets for the years ended December 31, 2015 and December 28, 2014 (in thousands):

	2015
	Real Estate			Private Equity Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	77,731		$	1,461		$	2,015
Realized net gains		2,032			46			—
Unrealized net gains (losses)		8,580			(19	)		(521	)
Transfers out of Level 3 investments		(588	)		(46	)		—
Purchases		1,371			—			—
Sales		(2,217	)		(986	)		(25	)
Balance, end of year	$	86,909		$	456		$	1,469

	2014
	Real Estate			Private Equity Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	71,580		$	2,389		$	2,150
Realized net gains (losses)		4,003			1			—
Unrealized net gains		5,551			(680	)		(56	)
Transfers out of Level 3 investments		(2,447	)		(1	)		—
Purchases		1,212			—			—
Sales		(2,168	)		(248	)		(79	)
Balance, end of year	$	77,731		$	1,461		$	2,015

Cash Flows—In 2015, the Company made contributions of $0.2 million to certain of its qualified pension plans and $1 million to its other postretirement plans. The Company does not expect to contribute to its qualified pension plans and expects to contribute $1 million to its other postretirement plans in 2016.

Expected Future Benefit Payments—Benefit payments expected to be paid under the Company’s qualified pension plans and other postretirement benefit plans are summarized below (in thousands). The benefit payments reflect expected future service, as appropriate.

	Qualified Pension Plan Benefits		Other Postretirement Benefits
2016	$	114,523	$	1,409
2017	$	116,909	$	1,293
2018	$	119,720	$	1,157
2019	$	121,530	$	1,048
2020	$	123,001	$	942
Thereafter	$	627,912	$	3,460

F-99

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Defined Contribution Plans—The Company maintains various qualified 401(k) savings plans, which permit eligible employees to make voluntary contributions on a pretax basis. The plans allow participants to invest their savings in various investments. Effective January 1, 2010, the Company amended the Tribune Company 401(k) Savings Plan to provide for a matching contribution paid by the Company of 100% on the first 2% of eligible pay contributed by eligible employees and 50% on the next 4% of eligible pay contributed. The Tribune Company 401(k) Savings Plan was also amended to provide for an annual discretionary profit sharing contribution tied to the Company achieving certain financial targets. The Company made contributions of $14 million, $21 million and $28 million, to certain of its defined contribution plans in 2015, 2014 and 2013, respectively. The Company’s contributions for 2013 include a $6 million discretionary profit sharing contribution for the 2012 plan year which was recorded as an expense in 2012 but not allocated to the accounts of eligible employees until the first quarter of 2013. During 2015, 2014 and 2013, the Company recorded compensation expense related to its defined contribution plans from continuing operations of $15 million, $14 million and $6 million, respectively. These expenses are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

NOTE 16: CAPITAL STOCK

Common Stock and Warrants—As of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock and 4,455,767 shares of Class B Common Stock. As described in Note 3, certain creditors that were entitled to receive Common Stock, either voluntarily elected to receive Class B Common Stock in lieu of Class A Common Stock or were allocated Class B Common Stock in lieu of Class A Common Stock in order to comply with the FCC’s ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitations described below, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. During the years ended December 31, 2015, December 28, 2014, and December 29, 2013 on a net basis, 2,432,478, 772,042, and 1,389,119 shares, respectively, of Class B Common Stock were converted into 2,432,478, 772,042 and 1,389,119 shares, respectively, of Class A Common Stock.

In addition, on the Effective Date, Reorganized Tribune Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock. The Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Each Warrant entitles the holder to purchase from the Company, at the option of the holder and subject to certain restrictions set forth in the Warrant Agreement and described below, one share of Class A Common Stock or one share of Class B Common Stock at an exercise price of $0.001 per share, subject to adjustment and a cashless exercise feature. The Warrants may be exercised at any time on or prior to December 31, 2032. During the years ended December 31, 2015, December 28, 2014, and December 29, 2013 1,718,652, 4,875,048 and 9,904,963 Warrants, respectively, were exercised for 1,718,645, 4,850,072 and 9,786,411 shares, respectively, of Class A Common Stock and nil, 24,944 and 118,533 shares, respectively, of Class B Common Stock. In addition, 9,536 shares, 5,682 shares and 4,077 shares of Class A Common Stock were issued in the form of unrestricted stock awards to certain members of the Board as compensation for retainer fees in 2015, 2014 and 2013, respectively (see Note 17 for further information). At December 31, 2015, the following amounts were issued: 291,309 Warrants, 100,015,546 shares of Class A Common Stock, of which 7,670,216 were held in treasury, and 5,605 shares of Class B Common Stock.

The Company is authorized to issue up to one billion shares of Class A Common Stock, up to one billion shares of Class B Common Stock and up to 40 million shares of preferred stock, each par value $0.001 per share,

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in one or more series. The Company has not issued any shares of preferred stock. The Company’s Class A Common Stock is currently traded on the New York Stock Exchange under the symbol “TRCO.” The Company’s Class B Common Stock and Warrants are currently traded over-the-counter under the symbols “TRBAB” and “TRBNW,” respectively.

Pursuant to the Company’s amended and restated certificate of incorporation and the Warrant Agreement, in the event the Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of the Company under any federal communications laws, or subject the Company to any regulation under any federal communications laws to which the Company would not be subject, but for such ownership or proposed ownership, the Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by the Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of the Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of the Company for warrants to acquire the same number and class of shares of capital stock in the Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation.

On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to Angelo, Gordon & Co., L.P. (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. “Registrable Securities” consist of Common Stock, securities convertible into or exchangeable for Common Stock and options, Warrants or other rights to acquire Common Stock. Registrable Securities will cease to be Registrable Securities, among other circumstances, upon their sale under a registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Rights Agreement gives a Stockholder Group demand registration, shelf registration and piggyback registration rights. At any time, any Stockholder Group holding at least 5% of the outstanding Class A Common Stock (on a fully diluted basis) (a “Demand Holder”) has certain rights to demand the registration of Registrable Securities on an underwritten or non-underwritten basis, provided that certain conditions are met, including that the aggregate proceeds expected to be received is greater than the lesser of (i) $100 million and (ii) 2.5% of the market capitalization of the Company. Each Stockholder Group is permitted a limited number of demand registrations on Form S-1 (Oaktree Group – five and the AG Group and JPMorgan Group—each three) and an unlimited number of demand registrations on Form S-3. The Company is not required to file a demand registration statement within 90 days after the effective date of a previous registration statement (other than on Form S-8 or S-4). At any time that the Company is eligible for registration on Form S-3, any Demand Holder may demand the Company file a shelf registration statement covering Registrable Securities. The Stockholder Groups are also afforded unlimited registration rights (piggyback rights) on any registration statement (other than registrations on Form S-8 or S-4 or for rights offerings) filed by the Company with respect to securities of the same class or series covered by such registration statement. The Company has certain rights to suspend its obligations with respect to registrations under certain conditions or upon the happening of certain events (such as pending material corporate developments) for

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specified periods of time as set forth in the Registration Rights Agreement. The Registration Rights Agreement also includes other customary terms and conditions, including customary lock-up or “holdback” provisions binding the stockholders and the Company and indemnity and contribution obligations of the Company and the stockholders participating in a registration. The registration rights are only transferable to, subject to certain conditions, (i) an affiliate of a Stockholder Group or (ii) a transferee of a Stockholder Group if at least 5% of the Class A Common Stock (on a fully diluted basis) is being transferred to such transferee (and such transferee may not subsequently transfer its registration rights to any other person or entity, other than to a Stockholder Group). The Registration Rights Agreement terminates on December 31, 2022.

Secondary Public Offering—Following the exercise of one of the demand registration rights by the stockholders under the Registration Rights Agreement described above, the Company filed a registration statement on Form S-1 and on April 22, 2015 it was declared effective by the SEC for a secondary offering of Class A Common Stock. On April 28, 2015, the selling stockholders completed the sale of 9,240,073 shares of Class A Common Stock at a price of $56.00 per share. The Company did not receive any of the proceeds from the shares of Class A Common Stock sold by the selling stockholders.

Common Stock Repurchases—On October 13, 2014, the Board authorized a stock repurchase program, under which the Company could repurchase up to $400 million of its outstanding Class A Common Stock in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. During 2014, the Company repurchased 1,101,160 shares in open market transactions for $68 million at an average price of $61.58 per share which included 125,566 shares, valued at $8 million, for which the Company placed trades prior to December 28, 2014 that were not settled until the first three business days of the first quarter of 2015. During fiscal 2015, the Company repurchased 6,569,056 shares of Class A Common Stock in open market transactions for $332 million at an average price of $50.59 per share. As of December 31, 2015, the Company repurchased the full $400 million of outstanding Class A Common Stock authorized under the repurchase program.

On February 24, 2016, the Board authorized a new stock repurchase program, under which the Company may repurchase up to $400 million of its outstanding Class A Common Stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations.

Special Cash Dividend—On March 5, 2015, the Board authorized and declared a special cash dividend of $6.73 per share of Common Stock (the “Special Cash Dividend”), which was paid on April 9, 2015 to holders of record of Common Stock at the close of business on March 25, 2015. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $6.73 per Warrant on April 9, 2015 to holders of record of Warrants at the close of business on March 25, 2015. The total aggregate payment on April 9, 2015 totaled $649 million, including the payment to holders of Warrants.

Quarterly Cash Dividends—The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data):

	2015
	Per Share		Total Amount
Second quarter	$	0.25	$	24,100
Third quarter		0.25		23,620
Fourth quarter		0.25		23,555
Total quarterly cash dividends declared and paid	$	0.75	$	71,275

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On February 24, 2016, the Board declared a quarterly cash dividend of $0.25 per share to be paid on March 24, 2016 to holders of record of Common Stock and Warrants as of March 10, 2016.

The payment of the cash dividends also results in the issuance of Dividend Equivalent Units (“DEUs”) to holders of RSUs and PSUs each, as defined and described in Note 17. The DEUs will be reinvested in RSUs and PSUs and settled concurrently with the vesting of associated RSUs and PSUs. Pursuant to the Company’s policy, the forfeitable DEUs and dividends payable in cash are treated as a reduction of retained (deficit) earnings.

The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are at the discretion of the Board and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends (including the restricted payment covenant contained in the credit agreement governing the Secured Credit Facility), restrictions imposed by applicable law, general business conditions and other factors that the Board may deem relevant. In addition, pursuant to the terms of the Warrant Agreement, concurrently with any cash dividend made to holders of the Company’s Common Stock, holders of Warrants are entitled to receive a cash payment equal to the amount of the dividend paid per share of Common Stock for each Warrant held.

NOTE 17: STOCK-BASED COMPENSATION

On March 1, 2013, the Compensation Committee of the Board adopted the 2013 Equity Incentive Plan (the “Equity Incentive Plan”) for the purpose of granting stock awards to directors, officers and employees of the Company and its subsidiaries. Stock awarded pursuant to the Equity Incentive Plan is limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There are 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. As of December 31, 2015, the Company had 2,408,731 shares of Common Stock available for grant.

The Equity Incentive Plan provides for the granting of non-qualified stock options (“NSOs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and restricted and unrestricted stock awards (collectively “Equity Awards”). Pursuant to ASC Topic 718, “Compensation-Stock Compensation,” the Company measures stock-based compensation costs on the grant date based on the estimated fair value of the award and recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company’s Equity Incentive Plan allows employees to surrender to the Company shares of vested common stock upon vesting of their stock awards or at the time they exercise their NSOs in lieu of their payment of the required withholdings for employee taxes. The Company does not withhold taxes on Equity Awards in excess of minimum required statutory requirements.

Holders of RSUs and PSUs also receive DEUs until the RSUs or PSUs vest. The number of DEUs granted for each RSU or PSU is calculated based on the value of the dividends per share paid on the Company’s Common Stock and the closing price of the Company’s Common Stock on the dividend payment date. The DEUs vest with the underlying RSU or PSU.

NSO and RSU awards generally vest 25% on each anniversary of the date of the grant. Under the Equity Incentive Plan, the exercise price of an NSO award cannot be less than the market price of the Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years. PSU awards cliff vest at the end of the two-year and three-year performance periods, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified financial targets for fiscal years 2015, 2016 and 2017. Additionally, RSUs and PSUs are entitled to DEUs. See Note 16 for further information. Restricted and unrestricted stock awards have been issued to certain

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

members of the Board as compensation for retainer fees and long-term awards. Restricted stock awards issued during the second quarter of 2013 vested in 33% increments on December 31, 2013, December 31, 2014 and December 31, 2015. The Company intends to facilitate settlement of all vested awards in Common Stock, with the exception of certain RSUs granted to non-US based employees, which the Company expects to settle in cash.

The Company estimates the fair value of NSO awards using the Black-Scholes option-pricing model, which incorporates various assumptions including the expected term of the awards, volatility of the stock price, risk-free rates of return and dividend yield. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the actual historical volatility of a select peer group of entities operating in similar industry sectors as the Company. The expected dividend yield was based on the Company’s expectation of future dividend payments at the time of grant. Expected life was calculated using the simplified method as described under Staff Accounting Bulletin Topic 14, “Share-Based Payment,” as the Equity Incentive Plan was not in existence for a sufficient period of time for the use of the Company-specific historical experience in the calculation.

In connection with the Publishing Spin-off, and pursuant to the terms of the Equity Incentive Plan, the number of Tribune Media Company employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Publishing Spin-off. The conversion ratio (the “Spin-off Ratio”) used to adjust the awards was based on the ratio of (a) the sum of the pre-spin Tribune Media Company closing stock price and the Tribune Publishing closing stock price (adjusted for the 4-for-1 distribution ratio) on the day prior to the Publishing Spin-off to (b) the post-spin Tribune Media Company closing stock price on the day of the Publishing Spin-off. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, which provisions also address other changes in capital structure such as dividends (other than regular dividends), stock splits, mergers or other changes in control events, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. All nonvested Equity Awards of the Company’s employees that became employees of Tribune Publishing were cancelled as Tribune Publishing replaced the Equity Awards for its employees with new equity awards in its stock. The combined impact of this award activity is collectively referred to as the “Spin-off Adjustments.” The Spin-off Adjustments resulted in the net decrease of approximately 90,525 outstanding Equity Awards, which are separately included in the line item “Adjustments due to Publishing Spin-off” in the tables below.

The awards held as of August 4, 2014 by Tribune Media Company employees were modified as follows:

• Non-Qualified Stock Options—The number of NSOs outstanding as of the date of the Publishing Spin-off was increased via the calculated Ratio and the strike price of NSOs was decreased via the Spin-off Ratio in order to preserve the intrinsic value of NSOs.

• Restricted Stock Units—The number of outstanding RSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of RSUs.

• Performance Share Units—The number of outstanding PSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of PSUs.

In connection with the Special Cash Dividend (see Note 16), and pursuant to the terms of the Equity Incentive Plan, the number of the Company’s employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Special Cash Dividend. The Company’s Class A Common Stock began trading ex-dividend on March 23, 2015 (the “Ex-dividend Date”). The conversion ratio (the “Ratio”) used to adjust the awards was based on the ratio of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(a) unaffected closing price of Class A Common Stock on the day before the Ex-dividend Date to (b) the opening price of Class A Common Stock on the Ex-dividend Date. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. The combined impact of this award activity is collectively referred to as the “Adjustments.” The Adjustments increased outstanding Equity Awards by 251,537 shares, which are separately included in the line item “Adjustments due to the Special Cash Dividend” in the tables below.

The awards held as of the Ex-dividend Date by Company employees were modified as follows:

• Non-Qualified Stock Options—The number of NSOs outstanding as of the Ex-dividend Date was increased via the calculated Ratio and the strike price of NSOs was decreased via the Ratio in order to preserve the fair value of NSOs;

• Restricted Stock Units—The number of outstanding RSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of RSUs; and

• Performance Share Units—The number of outstanding PSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of PSUs.

The following table provides the weighted-average assumptions used to determine the fair value of NSO awards granted during 2015 and 2014:

	2015			2014
Risk-free interest rate		1.71	%		1.95	%
Expected dividend yield(1)		0.17	%		0.00	%
Expected stock price volatility		44.47	%		54.05	%
Expected life (in years)		6.25			6.24

(1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations.

The Company determines the fair value of PSU, RSU and unrestricted and restricted stock awards by reference to the quoted market price of the Class A Common Stock on the date of the grant.

Stock-based compensation expense for the year ended December 31, 2015 totaled $32 million. Stock-based compensation expense for the years ended December 28, 2014 and December 29, 2013, including the expense attributable to Tribune Publishing prior to the Publishing Spin-off, totaled $28 million and $7 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of activity, weighted average exercise prices and weighted average fair values related to the NSOs is as follows (shares in thousands). For NSOs granted prior to the Publishing Spin-off, the weighted-average exercise prices and fair values in the table below reflect the historical values without giving effect to the Publishing Spin-off, unless otherwise specified. As noted above, on August 4, 2014, an adjustment was made to convert the exercises prices for options outstanding as of the date of the Publishing Spin-off. For NSOs granted prior to the Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to convert the number of outstanding options and the exercise prices to preserve the fair value of the awards.

	Shares			Weighted Avg. Exercise Price		Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)		Aggregate Intrinsic Value (In thousands)
Outstanding, December 31, 2012		—		$	—	$	—		—	$	—
Granted		375			57.27		27.97
Forfeited		(23	)		56.60		27.53
Outstanding, December 29, 2013		352		$	57.32	$	28.00		9.4	$	7,134
Granted		770			79.59		42.24
Exercised		(25	)		56.93		27.79
Cancelled		(4	)		56.73		27.82
Forfeited		(84	)		66.60		34.21
Adjustments due to the Publishing Spin-off(1)		(34	)		*		*
Outstanding, December 28, 2014(2)		975		$	70.90	$	37.15		9.0	$	1,164
Granted		449			57.91		25.81
Exercised		(3	)		49.40		23.86
Cancelled		(31	)		64.01		33.63
Forfeited		(160	)		60.20		29.88
Adjustment due to the Special Cash Dividend		145			*		*
Outstanding, December 31, 2015(2)		1,375		$	60.62	$	30.47		8.3	$	—
Vested and exercisable, December 31, 2015(2)		287		$	61.68	$	32.02		7.6	$	—

* Not meaningful

(1) As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off.

(2) The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively.

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For RSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding RSUs to preserve the fair value of the awards. A summary of activity and weighted average fair values related to the RSUs is as follows (shares in thousands):

	Shares			Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012		—		$	—
Granted		422			57.64
Forfeited		(20	)		56.60
Outstanding, December 29, 2013		402		$	57.69		3.1
Granted		521			78.58
Vested		(149	)		63.70
Forfeited		(86	)		68.10
Adjustments due to the Publishing Spin-off(1)		(55	)		*
Outstanding and nonvested, December 28, 2014		633		$	68.76		2.7
Granted		457			57.18
Dividend equivalent units granted		16			41.71
Vested		(203	)		66.65
Forfeited		(151	)		58.80
Dividend equivalent units forfeited		(1	)		44.26
Adjustment due to the Special Cash Dividend		89			*
Outstanding and nonvested, December 31, 2015(2)(3)		840		$	58.39		2.3

* Not meaningful

(1) As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees.

(2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a four year period. The fair value of these RSUs at December 31, 2015 was not material.

(3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

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A summary of activity and weighted average fair values related to the restricted and unrestricted stock awards is as follows (shares in thousands):

	Shares			Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012		—		$	—
Granted		38			57.50
Vested		(4	)		56.90
Outstanding, December 29, 2013		34		$	57.58		2.0
Granted		6			77.40
Vested		(23	)		63.74
Outstanding and nonvested, December 28, 2014		17		$	56.80		1.0
Granted		12			60.07
Vested		(27	)		58.24
Forfeited		(2	)		56.80
Outstanding and nonvested, December 31, 2015		—		$	—		0.0

A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands). For PSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding PSUs to preserve the fair value of the awards.

	Shares			Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding December 29, 2013		—		$	—		—
Granted		55			79.16
Forfeited		(11	)		75.92
Adjustment due to the Publishing Spin-off(1)		(1	)		*
Outstanding and nonvested, December 28, 2014		43		$	74.35		1.3
Granted(2)		66			68.10
Dividend equivalent units granted		3			41.86
Forfeited		(17	)		64.89
Adjustment due to Special Cash Dividend(2)		12			*
Outstanding and nonvested, December 31, 2015(2)(3)		107		$	65.50		0.6

* Not meaningful

(1) As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees.

(2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above.

(3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2015, the Company had not yet recognized compensation cost on nonvested awards as follows (in thousands):

	Unrecognized Compensation Cost		Weighted Average Remaining Recognition Period (in years)
Nonvested awards	$	58,686		2.3

NOTE 18: EARNINGS PER SHARE

The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings per common share under the two-class method which requires the allocation of all distributed and undistributed earnings to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of December 31, 2015, there were 17,433 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants have been excluded from the computation of basic EPS. Diluted EPS is computed by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The Warrants and stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the years ended December 31, 2015, December 28, 2014 and December 29, 2013, 877,233, 3,372,145 and 11,965,432, respectively, of the weighted-average Warrants outstanding have been excluded from the below table. The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):

	2015			2014		2013
EPS numerator:
(Loss) income from continuing operations, as reported	$	(319,918	)	$	463,111	$	162,942
Less: Dividends distributed to Warrants		325			—		—
Less: Undistributed earnings allocated to Warrants		—			15,562		19,497
(Loss) income from continuing operations attributable to common shareholders for basic EPS	$	(320,243	)	$	447,549	$	143,445
Add: Undistributed earnings allocated to dilutive securities(1)		—			38		33
(Loss) income from continuing operations attributable to common shareholders for diluted EPS	$	(320,243	)	$	447,587	$	143,478
Income from discontinued operations, as reported	$	—		$	13,552	$	78,613
Less: Undistributed earnings allocated to Warrants		—			502		9,406
Income from discontinued operations attributable to common shareholders for basic and diluted EPS(1)	$	—		$	13,050	$	69,207
Net (loss) income attributable to common shareholders for basic EPS	$	(320,243	)	$	460,599	$	212,652
Net (loss) income attributable to common shareholders for diluted EPS	$	(320,243	)	$	460,637	$	212,685
EPS denominator:
Weighted average shares outstanding—basic		94,686			96,689		88,037
Impact of dilutive securities(1)		—			234		114
Weighted average shares outstanding—diluted		94,686			96,923		88,151
Basic (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.63	$	1.63
Discontinued Operations		—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.76	$	2.42
Diluted (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.62	$	1.62
Discontinued Operations		—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.75	$	2.41

(1) The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations.

Since the Company was in a net loss position for the year ended December 31, 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 2,002,476, 651,774 and 58,355 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the years ended December 31, 2015, December 28, 2014 and December 29, 2013, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 19: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The Company’s accumulated other comprehensive (loss) income includes unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. Accumulated other comprehensive (loss) income is a separate component of shareholder’s equity in the Company’s Consolidated Balance Sheets.

The following table summarizes the activity for each component of accumulated other comprehensive (loss) income (in thousands):

	Unrecognized Benefit Plan Gains and Losses			Foreign Currency Translation Adjustments(2)			Unrecognized Gain on Marketable Securities			Total
Balance at December 30, 2012 (Predecessor)	$	(905,314	)	$	(2,810	)	$	—		$	(908,124	)
Fresh-start reporting adjustments to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $163,183 and $(543), respectively(1)		905,314			2,810			—			908,124
Balance at December 31, 2012 (Successor)		—			—			—			—
Other comprehensive income		140,590			95			—			140,685
Balance at December 29, 2013 (Successor)		140,590			95			—			140,685
Distributed in Publishing Spin-off		(2,083	)		(7	)		—			(2,090	)
Other comprehensive (loss) income		(187,830	)		(2,753	)		5,447			(185,136	)
Balance at December 28, 2014 (Successor)		(49,323	)		(2,665	)		5,447			(46,541	)
Other comprehensive loss		(8,068	)		(13,099	)		(3,308	)		(24,475	)
Balance at December 31, 2015 (Successor)	$	(57,391	)	$	(15,764	)	$	2,139		$	(71,016	)

(1) As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans.

(2) The changes included a loss of $2 million in each of 2015 and 2014, net of taxes, and an immaterial impact for 2013, related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments.

NOTE 20: RELATED PARTY TRANSACTIONS

The Company’s company-sponsored pension plan assets include an investment in a loan fund limited partnership managed by Oaktree Capital Management, L.P., which is affiliated with Oaktree Tribune, L.P., a principal shareholder of Tribune Media Company. The fair value of this investment was $30 million and $31 million at December 31, 2015 and December 28, 2014, respectively. The pension plan assets have included an investment in this fund since 2008.

Oaktree is affiliated with funds that held between 10% and 15% of the outstanding shares of HWW at the time the Company’s acquisition of HWW (see Note 5) was consummated and accordingly received a proportional share of the purchase price. The entry into the agreement was approved by the Company’s Audit Committee in accordance with the terms of the Company’s related person transactions policy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $38 million and $56 million of the Company’s Term B Loans and Former Term Loans at December 31, 2015 and December 28, 2014, respectively.

NOTE 21: BUSINESS SEGMENTS

The Company is a diversified media and entertainment company comprised of 42 television stations that are either owned by the Company or owned by others, but to which the Company provides certain services, along with a national general entertainment cable network, a production studio, a radio station, a digital and data technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets that conducts its operations through two business segments: Television and Entertainment and Digital and Data. Following the Publishing Spin-off, the Company had realigned and renamed its reportable segments (see Note 2 for further information). The Company’s new reportable segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions.

In addition, certain administrative activities, including operating the Company’s corporate office functions and managing the Company’s predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain of the Company’s real estate assets, are reported and included under Corporate and Other. Corporate and Other is not a reportable segment but is included for reconciliation purposes.

Television and Entertainment—The Company’s Television and Entertainment segment provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners. Tribune Broadcasting owns or operates 42 local television stations, including the three stations to which we provide certain services under SSAs with Dreamcatcher, and consists of 14 FOX television affiliates, 13 CW Network, LLC television affiliates, 6 CBS television affiliates, 3 ABC television affiliates, 2 NBC television affiliates and 4 independent television stations. Additionally, the Television and Entertainment segment includes the digital multicast network services through Antenna TV and through the operation and distribution of THIS TV; WGN America, a national general entertainment cable network; Tribune Studios, a development and production studio; and radio program services on WGN-AM, a Chicago radio station.

Digital and Data—The Company’s Digital and Data operations provide innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

No single customer provides more than 10% of the Company’s consolidated revenues. In determining operating profit for each segment, none of the following items have been added or deducted: income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs or income taxes. Assets represent those tangible and intangible assets used in the operations of each segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes business segment financial data for the fiscal years ended December 31, 2015, December 28, 2014 and December 29, 2013 (in thousands):

	2015			2014			2013
Operating Revenues from Continuing Operations(1)
Television and Entertainment	$	1,749,635		$	1,725,641		$	1,021,586
Digital and Data		211,527			168,926			72,055
Corporate and Other		49,298			54,792			53,599
Total operating revenues	$	2,010,460		$	1,949,359		$	1,147,240
Operating (Loss) Profit from Continuing Operations(1)(2)
Television and Entertainment	$	(174,955	)	$	337,431		$	196,899
Digital and Data		8,409			2,899			15,538
Corporate and Other		(96,143	)		(39,148	)		(13,397	)
Total operating (loss) profit	$	(262,689	)	$	301,182		$	199,040
Depreciation from Continuing Operations(3)
Television and Entertainment	$	48,434		$	50,262		$	29,947
Digital and Data		9,738			7,744			2,576
Corporate and Other		16,117			12,181			8,664
Total depreciation	$	74,289		$	70,187		$	41,187
Amortization from Continuing Operations(3)
Television and Entertainment	$	165,936		$	197,054		$	105,526
Digital and Data		29,294			21,233			9,191
Total amortization	$	195,230		$	218,287		$	114,717
Capital Expenditures
Television and Entertainment	$	33,173		$	34,149		$	18,813
Digital and Data		23,626			13,102			2,993
Corporate and Other		32,285			35,892			33,205
Discontinued Operations		—			6,295			15,858
Total capital expenditures	$	89,084		$	89,438		$	70,869
Assets
Television and Entertainment	$	7,748,153		$	8,234,456
Digital and Data(4)		725,151			644,985
Corporate and Other(5)		1,078,809			2,511,369
Assets held for sale(6)		206,422			5,645
Total assets	$	9,758,535		$	11,396,455

(1) See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

(2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

(3) Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(4) At December 31, 2015 and December 28, 2014, Digital and Data total assets included $3 million and $4 million, respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments.

(5) As of December 31, 2015 and December 28, 2014, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder.

(6) See Note 7 for information regarding assets held for sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 22: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(in thousands, except per share data)

	2015
	Quarters
	First			Second			Third			Fourth			2015 Total
Operating Revenues
Television and Entertainment	$	410,300		$	445,622		$	429,700		$	464,013		$	1,749,635
Digital and Data		50,202			43,625			46,561			71,139			211,527
Other		12,235			12,277			12,333			12,453			49,298
Total operating revenues	$	472,737		$	501,524		$	488,594		$	547,605		$	2,010,460
Operating Profit (Loss)
Television and Entertainment	$	79,348		$	47,088		$	64,061		$	(365,452	)	$	(174,955	)
Digital and Data		3,734			(4,150	)		(6,207	)		15,032			8,409
Corporate and Other		(22,147	)		(23,154	)		(19,046	)		(31,796	)		(96,143	)
Total operating profit (loss)		60,935			19,784			38,808			(382,216	)		(262,689	)
Income on equity investments, net		36,934			45,913			36,987			27,125			146,959
Interest and dividend income		367			43			162			257			829
Interest expense		(39,212	)		(40,374	)		(42,529	)		(42,315	)		(164,430	)
Loss on extinguishment of debt		—			(37,040	)		—			—			(37,040	)
Gain on investment transactions, net(1)		687			8,133			3,250			103			12,173
Other non-operating gain (loss), net(1)		—			211			2,306			5,623			8,140
Reorganization items, net(2)		(992	)		(628	)		188			(105	)		(1,537	)
Income (Loss) from Continuing Operations Before Income Taxes		58,719			(3,958	)		39,172			(391,528	)		(297,595	)
Income tax expense		22,302			(693	)		11,314			(10,600	)		22,323
Net Income (Loss)	$	36,417		$	(3,265	)	$	27,858		$	(380,928	)	$	(319,918	)
Basic Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)
Diluted Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	2014
	Quarters
	First			Second			Third			Fourth			2014 Total
Operating Revenues
Television and Entertainment	$	400,201		$	426,961		$	418,294		$	480,185		$	1,725,641
Digital and Data		31,485			33,807			43,434			60,200			168,926
Other		14,416			14,211			13,130			13,035			54,792
Total operating revenues	$	446,102		$	474,979		$	474,858		$	553,420		$	1,949,359
Operating Profit (Loss)
Television and Entertainment	$	64,697		$	52,414		$	74,294		$	146,026		$	337,431
Digital and Data		(2,086	)		(8,910	)		(396	)		14,291			2,899
Corporate and Other		(12,351	)		(11,311	)		(18,613	)		3,127			(39,148	)
Total operating profit (loss)		50,260			32,193			55,285			163,444			301,182
Income on equity investments, net		38,263			118,953			40,559			38,938			236,713
Interest and dividend income		171			147			363			687			1,368
Interest expense		(40,519	)		(39,146	)		(39,150	)		(39,051	)		(157,866	)
Gain on investment transactions, net(1)		—			700			2			371,783			372,485
Other non-operating gain (loss), net(1)		157			(1,295	)		68			(3,734	)		(4,804	)
Reorganization items, net(2)		(2,216	)		(2,165	)		(1,594	)		(1,293	)		(7,268	)
Income from Continuing Operations Before Income Taxes		46,116			109,387			55,533			530,774			741,810
Income tax expense		17,649			42,305			2,647			216,098			278,699
Income from Continuing Operations		28,467			67,082			52,886			314,676			463,111
Income (loss) from Discontinued Operations, net of taxes		12,601			15,840			(14,889	)		—			13,552
Net Income	$	41,068		$	82,922		$	37,997		$	314,676		$	476,663
Basic Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.15		$	4.63
Discontinued Operations		0.13			0.16			(0.15	)		—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.15		$	4.76
Diluted Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.14		$	4.62
Discontinued Operations		0.13			0.16			(0.15	)		—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.14		$	4.75

(1) See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

(2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 23: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company is the Issuer of the Registered debt and such debt is guaranteed by the 100% owned, domestic Subsidiary Guarantors. The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) are direct or indirect subsidiaries of the Company that primarily include the Company’s international operations. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional.

These guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement or (f) during the period when the rating of the Notes is changed to investment grade.

In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-Guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis.

These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 31, 2015

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,975,463		$	53,834		$	(18,837	)	$	2,010,460
Programming and direct operating expenses		—			960,385			23,264			(12,619	)		971,030
Selling, general and administrative		97,093			529,400			27,325			(6,218	)		647,600
Depreciation and amortization		7,465			243,303			18,751			—			269,519
Impairment of goodwill and other intangible assets		—			385,000			—			—			385,000
Total Operating Expenses		104,558			2,118,088			69,340			(18,837	)		2,273,149
Operating Loss		(104,558	)		(142,625	)		(15,506	)		—			(262,689	)
(Loss) income on equity investments, net		(240	)		147,199			—			—			146,959
Interest and dividend income		510			208			111			—			829
Interest expense		(163,336	)		(7	)		(1,087	)		—			(164,430	)
Loss on extinguishment of debt		(37,040	)		—			—			—			(37,040	)
Gain on investment transactions, net		791			8,132			3,250			—			12,173
Other non-operating items		7,880			(1,277	)		—			—			6,603
Intercompany interest income (expense)		1,755			(1,755	)		—			—			—
Intercompany income (charges)		100,260			(99,904	)		(356	)		—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries		(193,978	)		(90,029	)		(13,588	)		—			(297,595	)
Income tax (benefit) expense		(74,417	)		101,493			(4,753	)		—			22,323
(Deficit) equity in earnings of consolidated subsidiaries, net of taxes		(200,357	)		(5,446	)		—			205,803			—
Net (Loss) Income	$	(319,918	)	$	(196,968	)	$	(8,835	)	$	205,803		$	(319,918	)
Comprehensive (Loss) Income	$	(344,393	)	$	(201,018	)	$	(19,003	)	$	220,021		$	(344,393	)

F-117

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 28, 2014

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,935,338		$	30,140		$	(16,119	)	$	1,949,359
Programming and direct operating expenses		—			768,397			13,676			(6,644	)		775,429
Selling, general and administrative		73,685			502,134			17,930			(9,475	)		584,274
Depreciation and amortization		2,162			271,953			14,359			—			288,474
Total Operating Expenses		75,847			1,542,484			45,965			(16,119	)		1,648,177
Operating (Loss) Profit		(75,847	)		392,854			(15,825	)		—			301,182
Income on equity investments, net		—			236,713			—			—			236,713
Interest and dividend income		961			250			157			—			1,368
Interest expense		(155,227	)		(1,442	)		(1,197	)		—			(157,866	)
Gain on investment transaction, net		—			372,485			—			—			372,485
Other non-operating items		(8,563	)		(3,537	)		28			—			(12,072	)
Intercompany interest income (expense)		1,760			(1,760	)		—			—			—
Intercompany income (charges)		80,851			(81,328	)		477			—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries		(156,065	)		914,235			(16,360	)		—			741,810
Income tax (benefit) expense		(55,573	)		342,659			(8,387	)		—			278,699
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes		577,155			(6,653	)		—			(570,502	)		—
Income (Loss) from Continuing Operations		476,663			564,923			(7,973	)		(570,502	)		463,111
Income from Discontinued Operations, net of taxes		—			—			13,552			—			13,552
Net Income (Loss)	$	476,663		$	564,923		$	5,579		$	(570,502	)	$	476,663
Comprehensive Income (Loss)	$	291,527		$	562,558		$	5,191		$	(567,749	)	$	291,527

F-118

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 29, 2013

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,140,243		$	7,236	$	(239	)	$	1,147,240
Programming and direct operating expenses		—			478,022			2,127		—			480,149
Selling, general and administrative		38,501			271,186			2,699		(239	)		312,147
Depreciation and amortization		427			154,122			1,355		—			155,904
Total Operating Expenses		38,928			903,330			6,181		(239	)		948,200
Operating (Loss) Profit		(38,928	)		236,913			1,055		—			199,040
Income on equity investments, net		—			145,241			—		—			145,241
Interest and dividend income		410			2			1		—			413
Interest expense		(38,655	)		(479	)		—		—			(39,134	)
Gain on investment transaction, net		—			150			—		—			150
Other non-operating items		(51,570	)		1,226			3,541		—			(46,803	)
Intercompany income (charges)		20,814			(21,594	)		780		—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries		(107,929	)		361,459			5,377		—			258,907
Income tax (benefit) expense		(35,306	)		128,035			3,236		—			95,965
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes		314,178			(531	)		—		(313,647	)		—
Income (Loss) from Continuing Operations		241,555			232,893			2,141		(313,647	)		162,942
Income from Discontinued Operations, net of taxes		—			—			78,613		—			78,613
Net Income (Loss)	$	241,555		$	232,893		$	80,754	$	(313,647	)	$	241,555
Comprehensive Income (Loss)	$	382,240		$	232,935		$	80,497	$	(313,432	)	$	382,240

F-119

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	235,508		$	13,054		$	14,082		$	—		$	262,644
Restricted cash and cash equivalents		17,595			—			—			—			17,595
Accounts receivable, net		672			452,722			13,234			—			466,628
Broadcast rights		—			157,538			2,702			—			160,240
Income taxes receivable		—			42,816			22			—			42,838
Prepaid expenses		16,747			44,817			1,773			—			63,337
Other		4,494			3,818			351			—			8,663
Total current assets		275,016			714,765			32,164			—			1,021,945
Properties
Property, plant and equipment		47,909			662,094			108,655			—			818,658
Accumulated depreciation		(10,607	)		(144,089	)		(6,105	)		—			(160,801	)
Net properties		37,302			518,005			102,550			—			657,857
Investments in subsidiaries		10,374,921			104,432			—			(10,479,353	)		—
Other Assets
Broadcast rights		—			203,376			46			—			203,422
Goodwill		—			3,508,718			53,094			—			3,561,812
Other intangible assets, net		—			2,091,010			149,189			—			2,240,199
Assets held for sale		—			206,422			—			—			206,422
Investments		18,276			1,659,029			15,395			—			1,692,700
Intercompany receivables		1,560,781			4,265,957			331,873			(6,158,611	)		—
Intercompany loan receivable		27,000			—			—			(27,000	)		—
Other		239,046			117,124			5,310			(187,302	)		174,178
Total other assets		1,845,103			12,051,636			554,907			(6,372,913	)		8,078,733
Total Assets	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

F-120

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	29,587		$	24,153		$	6,654		$	—		$	60,394
Debt due within one year		22,443			—			4,036			—			26,479
Income taxes payable		—			2,700			758			—			3,458
Contracts payable for broadcast rights		—			233,660			3,016			—			236,676
Deferred revenue		—			39,654			5,067			—			44,721
Interest payable		33,826			—			2			—			33,828
Other		44,615			91,384			5,862			—			141,861
Total current liabilities		130,471			391,551			25,395			—			547,417
Non-Current Liabilities
Long-term debt		3,437,713			—			14,831			—			3,452,544
Intercompany loan payable		—			27,000			—			(27,000	)		—
Deferred income taxes		—			994,083			177,251			(187,302	)		984,032
Contracts payable for broadcast rights		—			385,052			55			—			385,107
Contract intangible liability, net		—			13,772			—			—			13,772
Intercompany payables		4,652,289			1,397,981			108,341			(6,158,611	)		—
Other		485,671			55,779			2,491			—			543,941
Total non-current liabilities		8,575,673			2,873,667			302,969			(6,372,913	)		5,379,396
Total liabilities		8,706,144			3,265,218			328,364			(6,372,913	)		5,926,813
Shareholders’ Equity (Deficit)
Common Stock		100			—			—			—			100
Treasury Stock		(400,153	)		—			—			—			(400,153	)
Additional paid-in-capital		4,619,618			9,529,071			288,814			(9,817,885	)		4,619,618
Retained (deficit) earnings		(322,351	)		600,853			77,498			(678,351	)		(322,351	)
Accumulated other comprehensive (loss) income		(71,016	)		(6,304	)		(10,579	)		16,883			(71,016	)
Total Tribune Media Company shareholders’ equity (deficit)		3,826,198			10,123,620			355,733			(10,479,353	)		3,826,198
Noncontrolling interests		—			—			5,524			—			5,524
Total shareholders’ equity (deficit)		3,826,198			10,123,620			361,257			(10,479,353	)		3,831,722
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

F-121

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183
Restricted cash and cash equivalents		17,600			—			—			—			17,600
Accounts receivable, net		7,073			426,574			7,075			—			440,722
Broadcast rights		—			144,619			2,804			—			147,423
Income taxes receivable		—			4,891			1,521			(1,481	)		4,931
Deferred income taxes		8,546			21,096			33			—			29,675
Prepaid expenses		15,593			9,435			1,272			—			26,300
Other		4,048			34,869			72			—			38,989
Total current assets		1,486,248			653,688			22,368			(1,481	)		2,160,823
Properties
Property, plant and equipment		24,699			830,942			97,797			—			953,438
Accumulated depreciation		(3,636	)		(95,692	)		(3,513	)		—			(102,841	)
Net properties		21,063			735,250			94,284			—			850,597
Investments in subsidiaries		10,512,753			87,963			—			(10,600,716	)		—
Other Assets
Broadcast rights		—			156,949			65			—			157,014
Goodwill		—			3,889,609			28,527			—			3,918,136
Other intangible assets, net		—			2,270,955			126,839			—			2,397,794
Assets held for sale		—			5,645			—			—			5,645
Investments		8,958			1,695,289			12,945			—			1,717,192
Intercompany receivables		979,345			3,578,837			477,242			(5,035,424	)		—
Intercompany loan receivable		27,000			—			—			(27,000	)		—
Other		261,229			108,936			7,625			(188,536	)		189,254
Total other assets		1,276,532			11,706,220			653,243			(5,250,960	)		8,385,035
Total Assets	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

F-122

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	36,123		$	39,680		$	1,492		$	—		$	77,295
Debt due within one year		—			54			4,034			—			4,088
Income taxes payable		—			254,051			—			(1,481	)		252,570
Contracts payable for broadcast rights		—			172,133			6,552			—			178,685
Deferred revenue		—			30,442			3,910			—			34,352
Interest payable		12,155			—			83			—			12,238
Other		47,288			68,067			9,597			—			124,952
Total current liabilities		95,566			564,427			25,668			(1,481	)		684,180
Non-Current Liabilities
Long-term debt		3,471,017			—			19,880			—			3,490,897
Intercompany loan payable		—			27,000			—			(27,000	)		—
Deferred income taxes		—			1,050,751			293,999			(188,536	)		1,156,214
Contracts payable for broadcast rights		—			279,662			157			—			279,819
Contract intangible liability, net		—			34,425			—			—			34,425
Intercompany payables		4,022,344			887,352			125,728			(5,035,424	)		—
Other		512,238			39,679			3,572			—			555,489
Total non-current liabilities		8,005,599			2,318,869			443,336			(5,250,960	)		5,516,844
Total liabilities		8,101,165			2,883,296			469,004			(5,252,441	)		6,201,024
Shareholders’ Equity (Deficit)
Common Stock		98			—			—			—			98
Treasury Stock		(67,814	)		—			—			—			(67,814	)
Additional paid-in-capital		4,591,470			9,504,260			215,621			(9,719,881	)		4,591,470
Retained earnings (deficit)		718,218			797,819			85,680			(883,499	)		718,218
Accumulated other comprehensive (loss) income		(46,541	)		(2,254	)		(410	)		2,664			(46,541	)
Total shareholders’ equity (deficit)		5,195,431			10,299,825			300,891			(10,600,716	)		5,195,431
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

F-123

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(47,422	)	$	190,327		$	(116,961	)	$	—	$	25,944
Investing Activities
Capital expenditures		(20,775	)		(64,318	)		(3,991	)		—		(89,084	)
Acquisitions, net of cash acquired		—			(5,109	)		(69,850	)		—		(74,959	)
Transfers from restricted cash		—			1,112			—			—		1,112
Investments		(15,000	)		(542	)		(7,500	)		—		(23,042	)
Distributions from equity investments		—			10,328			—			—		10,328
Proceeds from sales of investments		103			36,579			8,300			—		44,982
Proceeds from sales of real estate		—			4,930			—			—		4,930
Net cash used in investing activities		(35,672	)		(17,020	)		(73,041	)		—		(125,733	)
Financing Activities
Long-term borrowings		1,100,000			—			—			—		1,100,000
Repayments of long-term debt		(1,110,159	)		(54	)		(4,049	)		—		(1,114,262	)
Long-term debt issuance costs		(20,202	)		—			—			—		(20,202	)
Payment of dividends		(719,919	)		—			—			—		(719,919	)
Settlements of contingent consideration, net		—			4,088			(2,914	)		—		1,174
Common stock repurchases		(339,942	)		—			—			—		(339,942	)
Change in excess tax benefits from stock-based awards		(868	)		—			—			—		(868	)
Tax withholdings related to net share settlements of share-based awards		(4,421	)		—			—			—		(4,421	)
Proceeds from stock option exercises		166			—			—			—		166
Contributions from noncontrolling interests		—			—			5,524			—		5,524
Change in intercompany receivables and payables		(19,441	)		(176,491	)		195,932			—		—
Net cash (used in) provided by financing activities		(1,114,786	)		(172,457	)		194,493			—		(1,092,750	)
Net (Decrease) Increase in Cash and Cash Equivalents		(1,197,880	)		850			4,491			—		(1,192,539	)
Cash and cash equivalents, beginning of year		1,433,388			12,204			9,591			—		1,455,183
Cash and cash equivalents, end of year	$	235,508		$	13,054		$	14,082		$	—	$	262,644

F-124

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 28, 2014

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash provided by (used in) operating activities	$	144,792		$	399,228		$	87,998		$	(253,563	)	$	378,455
Investing Activities
Capital expenditures		(33,485	)		(48,793	)		(7,160	)		—			(89,438	)
Acquisitions, net of cash acquired		(157,814	)		(68,537	)		(53,482	)		—			(279,833	)
Decrease in restricted cash related to acquisition of Local TV		—			201,922			—			—			201,922
Transfers to restricted cash		—			(1,109	)		—			—			(1,109	)
Investments		—			(830	)		(1,500	)		—			(2,330	)
Distributions from equity investments		—			180,521			—			—			180,521
Intercompany dividends		21,437			—			—			(21,437	)		—
Proceeds from sales of investments		103			659,292			—			—			659,395
Proceeds from sales of real estate		—			49,870			—			—			49,870
Net cash (used in) provided by investing activities		(169,759	)		972,336			(62,142	)		(21,437	)		718,998
Financing Activities
Long-term borrowings related to Publishing Spin-off		—			—			346,500			—			346,500
Repayments of long-term debt		(293,865	)		(2,383	)		(3,037	)		—			(299,285	)
Repayment of Senior Toggle Notes		—			(172,237	)		—			—			(172,237	)
Long-term debt issuance costs related to Publishing Spin-off		—			—			(10,179	)		—			(10,179	)
Common stock repurchases		(60,211	)		—			—			—			(60,211	)
Cash and restricted cash distributed to Tribune Publishing		—			—			(86,530	)		—			(86,530	)
Change in excess tax benefits from stock-based awards		868			—			—			—			868
Tax withholdings related to net share settlements of share-based awards		(3,201	)		—			—			—			(3,201	)
Proceeds from stock option exercises		1,308			—			—			—			1,308
Intercompany dividends		—			—			(275,000	)		275,000			—
Change in intercompany receivables and payables		1,258,014			(1,256,528	)		(1,486	)		—			—
Net cash provided by (used in) financing activities		902,913			(1,431,148	)		(29,732	)		275,000			(282,967	)
Net Increase (Decrease) in Cash and Cash Equivalents		877,946			(59,584	)		(3,876	)		—			814,486
Cash and cash equivalents, beginning of year		555,442			71,788			13,467			—			640,697
Cash and cash equivalents, end of year	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183

F-125

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 29, 2013

(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(119,522	)	$	383,994		$	95,099		$	—		$	359,571
Investing Activities
Capital expenditures		(30,340	)		(23,424	)		(17,105	)		—			(70,869	)
Acquisitions, net of cash acquired		—			(2,523,410	)		(27,000	)		—			(2,550,410	)
Increase in restricted cash related to acquisition of Local TV		—			(201,922	)		—			—			(201,922	)
Intercompany notes issuance		(27,000	)		—			—			27,000			—
Investments		(275	)		(2,373	)		(169	)		—			(2,817	)
Distributions from equity investments		—			53,871			—			—			53,871
Proceeds from sales of investments		2,074			—			100			—			2,174
Proceeds from sales of real estate		—			10,739			—			—			10,739
Net cash (used in) provided by investing activities		(55,541	)		(2,686,519	)		(44,174	)		27,000			(2,759,234	)
Financing Activities
Long-term borrowings		3,763,567			—			26,933			—			3,790,500
Repayments of long-term debt		(1,100,000	)		(2,234	)		—			—			(1,102,234	)
Long-term debt issuance costs		(78,480	)		—			—			—			(78,480	)
Intercompany notes borrowing		—			27,000			—			(27,000	)		—
Change in intercompany receivables and payables		(2,264,883	)		2,346,758			(81,875	)		—			—
Net cash provided by (used in) financing activities		320,204			2,371,524			(54,942	)		(27,000	)		2,609,786
Net Increase (Decrease) in Cash and Cash Equivalents		145,141			68,999			(4,017	)		—			210,123
Cash and cash equivalents, beginning of year		410,301			2,789			17,484			—			430,574
Cash and cash equivalents, end of year	$	555,442		$	71,788		$	13,467		$	—		$	640,697

F-126

Television Food Network, G.P.

Index to Financial Statements

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		G-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets		G-3
Consolidated Statements of Income and Comprehensive Income		G-4
Consolidated Statements of Cash Flows		G-5
Consolidated Statements of Partners’ Equity		G-6
Notes to Consolidated Financial Statements		G-7-G-17

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management Committee of

Television Food Network, G.P.

Knoxville, Tennessee

We have audited the accompanying consolidated balance sheets of Television Food Network, G.P. (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, partners’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 7 to the consolidated financial statements, the accompanying financial statements include portions of certain revenue and expense transactions with affiliated companies, including allocations made from corporate functions, and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company.

The accompanying consolidated financial statements for the year ended December 31, 2015 have been prepared assuming that the Company will continue beyond the contractual expiration of the partnership. As discussed in Note 1 to the financial statements, the Company is operated and organized under the terms of a general partnership agreement that specifies a dissolution date of December 31, 2016. If the partnership agreement is not extended or if the partnership is not reconstituted, the Company will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests, which creates substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

February 29, 2016

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TELEVISION FOOD NETWORK, G.P.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	As of December 31,
	2015			2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	—
Accounts receivable (less allowances—2015, $4,761; 2014, $1,143)		279,417			253,545
Receivable due from related party		285,490			303,257
Programs and program licenses		183,149			151,006
Other current assets		2,369			956
Total current assets		750,425			708,764
INVESTMENTS		16,632			16,611
GOODWILL AND OTHER INTANGIBLE ASSETS:
Goodwill		10,235			10,235
Other intangible assets, net		1,118			1,186
Total goodwill and other intangible assets, net		11,353			11,421
OTHER ASSETS:
Programs and program licenses (less current portion)		141,365			117,205
Other non-current assets		4,163			11,567
Total other assets		145,528			128,772
TOTAL ASSETS	$	923,938		$	865,568
LIABILITIES AND PARTNERS’ EQUITY
CURRENT LIABILITIES:
Accounts and program rights payables	$	29,461		$	21,789
Unearned revenue		31,373			16,366
Other accrued liabilities		26,507			25,102
Total current liabilities		87,341			63,257
DEFERRED INCOME TAXES		541			619
TOTAL LIABILITIES		87,882			63,876
COMMITMENTS AND CONTINGENCIES (Note 6)
PARTNERS’ EQUITY:
Partners’ capital		839,546			802,427
Foreign currency translation adjustment		(3,490	)		(735	)
Total partners’ equity		836,056			801,692
TOTAL LIABILITIES AND PARTNERS’ EQUITY	$	923,938		$	865,568

See notes to consolidated financial statements.

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TELEVISION FOOD NETWORK, G.P.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands)

	For the years ended December 31,
	2015			2014			2013
Operating revenues	$	1,099,307		$	1,070,671		$	1,031,320
COSTS AND EXPENSES:
Costs of services		288,638			273,377			245,963
Selling, general and administrative		261,683			262,750			264,100
Amortization of intangible assets		67			67			315
Total costs and expenses		550,388			536,194			510,378
OPERATING INCOME		548,919			534,477			520,942
OTHER CREDITS (CHARGES):
Equity in earnings of affiliates		15,923			17,345			21,797
Miscellaneous, net		(505	)		645			(202	)
Net other credits (charges)		15,418			17,990			21,595
Income before unincorporated business taxes		564,337			552,467			542,537
Unincorporated business taxes		2,680			3,409			31,302
NET INCOME		561,657			549,058			511,235
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(2,755	)		(1,559	)		(1,360	)
COMPREHENSIVE INCOME	$	558,902		$	547,499		$	509,875

See notes to consolidated financial statements.

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TELEVISION FOOD NETWORK, G.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the years ended December 31,
	2015			2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	561,657		$	549,058		$	511,235
Adjustments to reconcile net income to net cash flows from operating activities:
Program amortization		262,848			243,772			218,302
Amortization of intangible assets		67			67			315
Equity in earnings of affiliates		(15,923	)		(17,345	)		(21,797	)
Amortization of network distribution costs		6,841			4,396			6,425
Program payments		(311,769	)		(249,276	)		(219,059	)
Dividends received from joint ventures, net of withholding tax paid		13,147			17,996			17,983
Changes in assets and liabilities:
Accounts receivable		(24,119	)		7,029			(3,800	)
Accounts payable		292			(131	)		487
Other assets and liabilities		13,730			(32,259	)		22,853
Cash provided by (used in) operating activities		506,771			523,307			532,944
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in receivable due from related party		17,767			81,048			(56,835	)
Other, net		—			508			(613	)
Cash provided by (used in) investing activities		17,767			81,556			(57,448	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions		—			—			16,990
Capital distributions		(524,538	)		(604,873	)		(492,476	)
Cash provided by (used in) financing activities		(524,538	)		(604,873	)		(475,486	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			(10	)		10
CASH AND CASH EQUIVALENTS:
Beginning of period		—			10			—
End of period	$	—		$	—		$	10

See notes to consolidated financial statements.

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TELEVISION FOOD NETWORK, G.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(in thousands)

	Managing Partner			Class A Partners			Class B Partners			Foreign Currency Translation Adjustment			Total Partners’ Equity
Partners’ equity at December 31, 2012	$	112,529		$	372,419		$	337,545		$	2,184		$	8    24,677
Net income		51,124			306,741			153,370			—			511,235
Foreign currency translation adjustment		—			—			—			(1,360	)		(1,360	)
Capital contributions		—			16,990			—			—			16,990
Capital distributions		(49,248	)		(295,485	)		(147,743	)		—			(492,476	)
Partners’ equity at December 31, 2013		114,405			400,665			343,172			824			859,066
Net income		54,906			329,435			164,717			—			549,058
Foreign currency translation adjustment		—			—			—			(1,559	)		(1,559	)
Capital distributions		(60,487	)		(362,924	)		(181,462	)		—			(604,873	)
Partners’ equity at December 31, 2014		108,824			367,176			326,427			(735	)		801,692
Net income		56,166			336,994			168,497			—			561,657
Foreign currency translation adjustment		—			—			—			(2,755	)		(2,755	)
Capital distributions		(52,454	)		(314,723	)		(157,361	)		—			(524,538	)
Partners’ equity at December 31, 2015	$	112,536		$	389,447		$	337,563		$	(3,490	)	$	836,056

See notes to consolidated financial statements.

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TELEVISION FOOD NETWORK, G.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED

DECEMBER 31, 2015, 2014 AND 2013

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As used in the Notes to Consolidated Financial Statements, the terms “we,” “our,” “us” or “Food Network” may, depending on the context, refer to the Television Food Network, G.P., or to its consolidated subsidiary company.

Management and Ownership Structure—Food Network is operated and organized under the terms of a general partnership (the “Partnership”). During 2014, the Partnership agreement was extended and specifies a dissolution date of December 31, 2016. If the term of the Partnership is not extended prior to that date, the agreement would permit Scripps Networks Interactive, Inc. (“SNI” or “Scripps Networks”), as the beneficial holder of approximately 80% of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued it will be required to limit its activities to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests. The managing general partner has a 10% “residual” interest in Food Network, that is, except for cash distributions intended to offset the tax liabilities associated with any allocated taxable income, it is entitled to cash distributions only after all loans from partners have been repaid and Class A partners have recovered their capital contributions.

In addition to the managing general partner, there are five Class A partnership units with a 60% residual interest and two Class B partners with a 30% undilutable residual interest. Each Class A partnership unit entitles the holder to one vote on the five-member management committee of Food Network. The managing general partner and the Class B partners are nonvoting partners except that in certain circumstances the managing general partner is allowed a vote in the case of a management committee deadlock. SNI, through its wholly-owned subsidiaries, owns four class A partnership units thereby controlling Food Network.

Class B partnership interests were allocated based upon the level of partners’ commitments to distribute Food Network programming. Each one-million-subscriber commitment translated into an approximate 1.86% residual interest.

For income tax purposes, Partnership profits are allocated first to offset previously allocated losses and then to the partners in proportion to their relative Partnership interests. Partnership losses are allocated first to offset previously allocated profits; second, to the extent of cumulative capital contributions; and finally, to Class A partners in proportion to their residual interests.

Nature of Operations—We operate two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, Internet and mobile entertainment and information focusing on food and entertaining. Our business is organized as a single reportable business segment. Programming for our networks is distributed by cable and satellite television systems. We earn revenue primarily from the sale of advertising time on national television networks and interactive platforms and from affiliate fees paid by providers that distribute our content.

Concentration Risks—Approximately 65.9% of our operating revenues are derived from advertising. Operating results can be affected by changes in the demand for such services both nationally and in individual markets.

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The six largest cable television systems and the two largest direct broadcast satellite television systems in the U.S. provide service to more than 91.8% of homes receiving our networks. The loss of distribution of our networks by any of these cable or satellite television systems could adversely affect our business.

Principles of Consolidation—The consolidated financial statements include the accounts of Food Network and its wholly-owned subsidiary limited liability company after elimination of intercompany accounts and transactions. Investments in 20%-to-50%-owned companies and partnerships or companies and partnerships in which we exercise significant influence over the operating and financial policies are accounted for using the equity method. The results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Use of Estimates—The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make a variety of decisions that affect reported amounts and the related disclosures, including the selection of appropriate accounting principles that reflect the economic substance of the underlying transactions and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgment based on our understanding and analysis of the relevant circumstances, including our historical experience, actuarial studies and other assumptions.

Our consolidated financial statements include estimates, judgment, and assumptions used in accounting for asset impairments, equity method investments, revenue recognition, program assets, depreciation and amortization, pension plans, share-based compensation, income taxes, fair value measurements and contingencies.

While we re-evaluate our estimates and assumptions on an ongoing basis, actual results could differ from those estimated at the time consolidated financial statements were prepared.

Foreign Currency Translation—Food Network Canada (“Food Canada”), in which we hold a 29% interest, uses their local currency as the functional currency. Assets and liabilities of such international subsidiaries are translated using end-of-period exchange rates while results of operations are translated based on the average exchange rates throughout the year. The effects of translating the financial position and results of operations of local functional currency operations into U.S. dollars are included as accumulated comprehensive income (loss) in Partners’ equity.

Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency using end-of-period exchange rates. Gains or losses resulting from such remeasurement are recorded in income. Foreign exchange gains and losses are included within miscellaneous, net in the consolidated statements of income and comprehensive income.

Revenue Recognition

Revenue is recognized when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is reported net of our remittance of sales taxes, value added taxes and other taxes collected from our customers.

Our primary sources of revenue are from:

• The sale of television, internet and mobile advertising.

• Fees for programming services (“network affiliate fees”).

Revenue recognition policies for each source of revenue are described below.

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Advertising—Advertising revenue is recognized, net of agency commissions, when advertisements are displayed. Internet and mobile advertising includes (i) fixed duration campaigns whereby a banner, text or other advertisement appears for a specified period of time for a fee; (ii) impression-based campaigns where the fee is based upon the number of times an advertisement appears in web pages viewed by a user; and (iii) click-through based campaigns where the fee is based upon the number of users who click on an advertisement and are directed to the advertiser’s website. Advertising revenue from fixed duration campaigns are recognized over the period in which the advertising appears. Internet and mobile advertising revenue that is based upon the number of impressions delivered or the number of click-throughs achieved is recognized as impressions are delivered or click-throughs occur.

Advertising contracts may guarantee the advertiser a minimum audience for the programs in which their advertisements are broadcast over the term of the advertising contracts. We provide the advertiser with additional advertising time if we do not deliver the guaranteed audience size. If we determine we have not delivered the guaranteed audience, an accrual for “make-good” advertisements is recorded as a reduction of revenue. The estimated make-good accrual is adjusted throughout the term of the advertising contracts.

Network Affiliate Fees—Cable and satellite television operators and telecommunication service providers generally pay a per-subscriber fee (“network affiliate fees”) for the right to distribute our programming under the terms of multi-year distribution contracts. Network affiliate fees are reported net of volume discounts earned by the distributors and incentive costs offered to system operators in exchange for initial multi-year distribution contracts. We recognize network affiliate fees as revenue over the term of the contracts, including any free periods. Network launch incentives are capitalized as assets upon launch of our programming on the cable or satellite television system and amortized against network affiliate fees based upon the ratio of each period’s revenue to expected total revenue over the term of the contracts.

Network affiliate fees due to us, net of applicable discounts, are reported to us by cable and satellite television operators. Such information is generally not received until after the close of the reporting period. Therefore, reported network affiliate fee revenues are based upon our estimates of the number of subscribers receiving our programming and the amount of volume-based discounts each cable and satellite television provider and telecommunication provider is entitled to receive. We subsequently adjust these estimated amounts based upon the actual amounts of network affiliate fees received. Such adjustments have not been significant.

Revenues associated with digital distribution arrangements are recognized when we transfer control and the rights to distribute the content to a customer.

Accounts Receivable—We extend credit to customers based upon our assessment of the customer’s financial condition. Collateral is generally not required from customers. Allowances for credit losses are generally based upon trends, economic conditions, review of aging categories and historical experience, and specific identification of customers at risk of default. Allowance for doubtful accounts receivable is as follows:

(in thousands)	Balance Beginning of Period		Additions for Bad Debt Expense		Deductions for Amounts Charged Off		Balance End of Period
Allowances for Doubtful Accounts Receivable Year Ended December 31:
2015	$	1,143	$	4,343	$	725	$	4,761
2014		2,429		1,054		2,340		1,143
2013		1,950		780		301		2,429

Investments—We have investments that are accounted for using the equity method of accounting. We use the equity method to account for our investments in equity securities if our investment gives us the ability to exercise significant influence over operating and financial policies of the investee. Under the equity method of

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accounting, investments are initially recorded at cost and subsequently increased or decreased to reflect our proportionate share of net earnings or losses of the equity method investees. Cash payments to equity method investees, such as additional investments, loans, advances and expenses incurred on behalf of investees, as well as dividends from equity method investees, are recorded as adjustments to the investment balances. The entire equity method investment is tested for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable.

We regularly review our investments to determine if there has been any other-than-temporary decline in values. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate, among other factors, the extent to which the investments carrying value exceeds fair value, the duration of the decline in fair value below carrying value and the current cash position, earnings and cash forecasts and near term prospects of the investee. The carrying value of an investment is adjusted when a decline in fair value below cost is determined to be other-than-temporary.

Goodwill—Goodwill represents the cost of acquiring partnership interests from Class B partners in excess of the net book value of the Class B partnership interests.

Goodwill is not amortized, but is reviewed for impairment at least annually. We perform our annual impairment review during the fourth quarter of each year. No impairment charges have been recorded on our goodwill balances.

Programs and Program Licenses—Programming is either produced by us or for us by independent production companies or licensed under agreements with independent producers.

Costs of programs produced include capitalizable direct costs, production overhead, development costs and acquired production costs. Production costs for programs produced are capitalized. Costs to produce live programming that are not expected to be rebroadcast are expensed as incurred. Program licenses generally have fixed terms, limit the number of times we can air the programs and require payments over the terms of the licenses. Licensed program assets and liabilities are recorded when programs become available for broadcast. Program licenses are not discounted for imputed interest. Program assets are amortized over the estimated useful lives of the programs based upon future cash flows and are included within cost of services in the consolidated statements of income and comprehensive income. The amortization of program assets generally results in an accelerated method over the estimated useful lives.

Estimated future cash flows can change based upon market acceptance, advertising and network affiliate fee rates, the number of subscribers receiving our networks and program usage. Accordingly, we periodically review revenue estimates and planned usage and revise our assumptions if necessary. If actual demand or market conditions are less favorable than projected, a write-down to net realizable value may be required. Development costs for programs that we have determined will not be produced are written off.

Deposits and the portion of the unamortized balance expected to be amortized within one year is classified as a current asset within programs and program licenses on the consolidated balance sheets.

Program rights liabilities payable within the next twelve months are classified as a current liability within program rights payable on the consolidated balance sheets. Non-current program rights liabilities are included in other non-current liabilities on the consolidated balance sheets. The carrying value of our program rights liabilities approximates fair value.

Impairment of Long-Lived Assets—Long-lived assets, primarily network distribution incentives and finite-lived intangible assets, are reviewed for impairment whenever events or circumstances indicate the carrying amounts of the assets may not be recoverable. Recoverability for long-lived assets is determined by

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comparing the forecasted undiscounted cash flows of the operation to which the assets relate to the carrying amount of the assets. If the undiscounted cash flows are less than the carrying amount of the assets, then we write down the carrying value of the assets to estimated fair values, which are primarily based upon forecasted discounted cash flows. Fair value of long-lived assets is determined based on a combination of discounted cash flows and market multiples.

Marketing and Advertising Costs—Marketing and advertising costs, which totaled $50,548 thousand in 2015, $53,035 thousand in 2014 and $47,130 thousand in 2013 and are reported within selling, general and administrative in the consolidated statements of income and comprehensive income, include costs incurred to promote our businesses and to attract traffic to our websites. Advertising production costs are deferred and expensed the first time the advertisement is shown. Other marketing and advertising costs are expensed as incurred.

Income Taxes—Food Network is organized as a general partnership. Accordingly, the Company is not subject to federal and state income taxes as the respective partners are responsible for income taxes applicable to their share of the taxable income of Food Network. However, the Company is subject to a 4.0% New York City unincorporated business tax (“UBT”).

We account for UBT using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax basis by applying statutory tax rates. The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more likely than not, that some or all of the deferred tax asset will not be realized.

Financial Instruments and Risk Management Contracts—Financial instruments consist of cash, accounts receivable, accounts payable, must-carry rights payable and program rights liabilities. The carrying amounts of these financial instruments approximate their fair value. We held no derivative financial instruments in 2015, 2014, and 2013.

Recently Issued Accounting Standards Update—In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASC will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new ASC is effective for us on January 1, 2017. Early application is not permitted. The ASC permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the new guidance to determine the impact it will have on our consolidated financial statements and related disclosures.

In November 2015, the FASB issued new accounting guidance related to the classification of deferred taxes, Balance Sheet Classification of Deferred Taxes, which requires that an entity classify deferred tax liabilities and assets as non-current amounts. The guidance requires that entities within a particular tax jurisdiction offset all deferred tax liabilities and assets, as well as any related valuation allowances, and present the amounts as a single non-current amount. The update is effective for us in 2016 and requires retrospective application at the time of implementation. The adoption of the update is not expected to have a material effect on our consolidated financial statements.

Going Concern—The Partnership is set to expire on December 31, 2016. If the term of the Partnership is not extended prior to that date, the Partnership agreement permits SNI, as holder of 80% of the applicable votes, to reconstitute the Partnership and continue its business. If for some reason the Partnership is not continued, activities will be limited to winding up, settling debts, liquidating assets and distributing proceeds to the partners in proportion to their partnership interests.

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Subsequent Events—No material subsequent events have occurred since December 31, 2015 that should be recorded or disclosed in the consolidated financial statements.

2. EQUITY METHOD INVESTMENTS

(in thousands)
Balance as of December 31, 2013	$	19,328
Equity in earnings of affiliates		17,345
Dividends received from joint ventures, net of withholding tax paid		(18,504	)
Foreign currency translation adjustment		(1,558	)
Balance as of December 31, 2014		16,611
Equity in earnings of affiliates		15,923
Dividends received from joint ventures, net of withholding tax paid		(13,147	)
Foreign currency translation adjustment		(2,755	)
Balance as of December 31, 2015	$	16,632

Investments accounted for using the equity method include the Company’s investments in Food Canada (29% owned) and Food Network Magazine JV (50% owned). We regularly review our investments to determine if there have been any other-than-temporary declines in value. These reviews require management judgments that often include estimating the outcome of future events and determining whether factors exist that indicate impairment has occurred. We evaluate among other factors, the extent to which the investment’s carrying value exceed fair value, the duration of the decline in fair value below carrying value, and the current cash position, earnings and cash forecasts and near term prospects of the investee. No impairments were recognized on any of our equity method investments in 2015, 2014 or 2013.

3. PROGRAMS AND PROGRAM LICENSES

Programs and program licenses consisted of the following:

(in thousands)	As of December 31,
	2015		2014
Cost of programs available for broadcast	$	932,841	$	849,055
Accumulated amortization		668,939		614,095
Total		263,902		234,960
Progress payments on programs not yet available for broadcast		60,612		33,251
Total programs and program licenses	$	324,514	$	268,211

In addition to the programs owned or licensed by us included in the table above, we have commitments to license certain programming that is not yet available for broadcast. These contracts may require progress payments or deposits prior to the program becoming available for broadcast. Remaining obligations under contracts to purchase or license programs not yet available for broadcast totaled approximately $74,841 thousand at December 31, 2015. If the programs are not produced, our commitment to license would generally expire without obligation.

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Programs and program license expense, which consist of program amortization and program impairments, is included within costs of services in our consolidated statements of income and comprehensive income. Program impairments totaled $21,132 thousand in 2015, $20,371 thousand in 2014 and $15,226 thousand in 2013.

Estimated amortization of recorded program assets and program commitments for each of the next five years is as follows:

(in thousands)	Programs Available for Broadcast		Programs Not Yet Available for Broadcast		Total
2016	$	152,080	$	69,927	$	222,007
2017		70,374		31,839		102,213
2018		31,929		16,944		48,873
2019		9,519		13,658		23,177
2020		—		3,085		3,085
Total	$	263,902	$	135,453	$	399,355

Actual amortization in each of the next five years will exceed the amounts presented above as we will continue to produce or license additional programs.

4. OTHER INTANGIBLE ASSETS

Other intangible assets consisted of the following:

(in thousands)	As of December 31,
	2015			2014
Acquired rights	$	1,668		$	1,669
Accumulated amortization		(550	)		(483	)
Total other intangible assets, net	$	1,118		$	1,186

Separately acquired intangible assets reflect the acquisition of certain rights that will expand our opportunity to earn future revenues.

Estimated amortization expense for intangible assets for the next five years is expected to be $63 thousand for years 2016-2020 and $803 thousand in later years.

5. UNINCORPORATED BUSINESS TAXES

We have provided for UBT taxes in accordance with the applicable New York City regulations. Our UBT expenses consisted of the following:

(in thousands)	For the years ended December 31,
	2015			2014		2013
Current tax expense	$	2,862		$	3,354	$	31,063
Deferred tax (benefit) expense		(182	)		55		239
Total UBT expense	$	2,680		$	3,409	$	31,302

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In 2013, the New York City Department of Finance completed an audit of our Unincorporated Business Tax Returns for the years 2003 through 2005 and we reached agreement on adjustments that increased the amount of Unincorporated Business Taxable Income (“UBTI”) apportioned to operations in New York City. Upon settling this audit, SNI also filed amended Unincorporated Business Tax returns for the Partnership for the years 2006 through 2011, and filed a 2012 Unincorporated Business Tax return for the Partnership that reflected the settlement items agreed to from the audit. Accordingly, our UBT expense amount in 2013 reflects approximately $28,000 thousand of additional taxes and interest for the tax years 2003-2012.

In 2015, the New York City Department of Finance completed an audit of our Unincorporated Business Tax Returns for the years 2006 through 2011 and we reached agreement on adjustments that increased the amount of Unincorporated Business Taxable Income (“UBTI”) apportioned to operations in New York City. Accordingly, our UBT expense amount in 2015 reflects approximately $423 thousand of additional taxes for the tax years 2006-2011.

The approximate effect of the temporary differences giving rise to deferred tax liabilities (assets) were as follows:

(in thousands)	As of December 31,
	2015			2014
Deferred tax assets:
Unearned revenue	$	(121	)	$	(66	)
Other temporary differences		(207	)		(158	)
		(328	)		(224	)
Deferred tax liabilities:
Programs and program licenses		469			582
Other temporary differences		72			37
		541			619
Net deferred tax liability	$	213		$	395

As of December 31, 2015 and 2014, we do not believe we have any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. Our New York City unincorporated business taxes remain subject to examination for tax years 2012 and forward.

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6. COMMITMENTS AND CONTINGENCIES

We are involved in litigation arising in the ordinary course of business, none of which is expected to result in material loss.

In the ordinary course of business, Food Network enters into long-term contracts to lease office space and equipment, to secure on-air talent, to obtain satellite transmission of network programming, and to purchase other goods and services. Minimum payments for such non-cancellable services as of December 31, 2015, are expected to be as follows:

(in thousands)	Rent Commitments		Talent Contract Commitments
2016	$	10,351	$	10,436
2017		10,682		10,525
2018		10,896		6,530
2019		11,114		—
2020		11,336		—
Later years		10,102		—
Total	$	64,481	$	27,491

Rental expense for cancelable and non-cancelable leases was $8,386 thousand in 2015, $8,631 thousand in 2014 and $8,439 thousand in 2013.

We also share leased facilities and other services with other SNI cable and satellite television programming services. Our share of the costs for such services is included in the allocated charge from SNI (See Note 7).

7. RELATED PARTY TRANSACTIONS

SNI manages our daily flow of cash. We also participate in SNI’s controlled disbursement system. The bank sends SNI daily notifications of checks presented for payment, and SNI transfers funds from other sources to cover the checks. Our cash balance held by SNI is reduced as checks are issued. We receive interest income on positive cash balances, and are charged interest expense on negative cash balances. In determining whether we are to receive interest or to be charged interest, the balance is reduced by our share of the net book value of shared property and equipment.

Positive cash account balances due from SNI are reported as receivable due from related party in our consolidated balance sheets. The receivable due from SNI was $285,490 thousand at December 31, 2015 and $303,257 thousand at December 31, 2014, which earns interest at money market rates.

Food Network is also subject to the terms and conditions of variable rate credit agreements with each partner. Our variable rate credit agreement with SNI permits aggregate borrowings up to $150,000 thousand and our variable rate credit agreement with Tribune Company permits aggregate borrowings up to $12,500 thousand. Interest on each agreement is charged at the prime rate plus two percent. There were no outstanding borrowings under these agreements at December 31, 2015 and 2014.

Net interest income from positive cash balances was $182 thousand in 2015, $151 thousand in 2014 and $180 thousand in 2013.

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We are party to an agreement with Shaw Media Inc. that provides us a 29% ownership interest in Food Canada. Pursuant to the terms of the agreement, we grant Food Canada an exclusive right to use the Food Network trademark and provide Food Canada with Food Network programming. Revenue recognized from the licensing of the Food Network trademark was $1,218 thousand in 2015, $693 thousand in 2014 and $365 thousand in 2013. Revenues from program sales to Food Canada were $5,645 thousand in 2015, $2,284 thousand in 2014 and $1,707 thousand in 2013.

We may provide Food Network programming to other Scripps Networks cable networks or companies controlled by SNI. Revenue recognized from the programming provided to other Scripps Networks cable networks or SNI controlled entities totaled $11,659 thousand in 2015, $6,808 thousand in 2014 and $5,613 thousand in 2013.

We also may generate revenue from the sale of broadcast and internet advertising to companies controlled by SNI. Advertising revenues generated from SNI’s controlled entities totaled $136 thousand in 2015, $1,114 thousand in 2014 and $922 thousand in 2013.

We may purchase advertising units from the other cable networks controlled by Scripps Networks and use the additional spots to satisfy “make good” audience deficiency accruals we have recorded in our consolidated financial statements. Consideration paid to Scripps Networks affiliated entities for these advertising spots totaled approximately $0 in 2015, $5 thousand in 2014 and $8,502 thousand in 2013.

Marketing and promotion costs incurred with businesses controlled by Scripps Networks totaled approximately $3,549 thousand in 2015, $3,616 thousand in 2014 and $11,943 thousand in 2013.

Scripps Networks provides services covering affiliates sales, advertising sales, transmission and quality control, information technology functions, and other corporate functions related to executive management, corporate finance and accounting, legal, tax and human resources. Services provided by Scripps Networks for affiliate sales includes marketing, such as advertising campaigns, programming promotion, targeted sales presentations and managing tradeshow strategies and talent appearances; negotiating agreements with existing and new affiliates; billing and collection services; and providing channel affiliate reports. For advertising sales, Scripps Networks provides services that include selling television and internet advertising spots, advertising sales planning and marketing, rate card management services, sales positioning data, research support, related billing and collections and any necessary software and data services.

The total amount charged for these services is calculated by applying a Consumer Price Index escalator to the previous year’s allocated amount. These costs totaling $146,538 thousand in 2015, $144,089 thousand in 2014 and $141,959 thousand in 2013 are recorded within the selling, general and administrative caption in our consolidated statements of income and comprehensive income.

Scripps Networks may also negotiate affiliate agreements with cable and satellite television systems and telecommunication service providers on behalf of more than one, or all, of its networks in the aggregate, including our networks. The value of aggregate rights acquired from these providers are allocated to each network benefited based upon their relative fair values.

The Company has a retransmission consent compensation agreement (the “Retransmission Agreement”) with The E. W. Scripps Company (“EWS”) as a result of the spin-off from EWS in 2008. Members of the Scripps family who are parties to the Scripps Family Amended and Restated Agreement (the “Scripps Family Agreement”) hold a controlling interest in EWS, therefore EWS is a related party of the company. Under the Retransmission Agreement, Food Network made payments to EWS totaling $3,525 thousand in 2015, $8,684 thousand in 2014 and $8,332 thousand in 2013. These amounts are included in selling, general and administrative in the consolidated statements of income and comprehensive income.

G-16

Scripps Networks may incur costs that are attributable to one or all of their networks. Scripps Networks incurs the license fee costs on the contracts providing music rights for our programming. These costs are allocated to us using a percentage of revenues factor. While Food Network does not issue stock compensation to its employees, certain employees of Food Network participated in the SNI Amended Long-Term Incentive Plan. The cost of awards to Food Network employees are charged directly to Food Network. Substantially all Food Network employees received health, retirement and other benefits during 2015, 2014, and 2013 that were provided under SNI sponsored plans, including a defined benefit pension plan and a defined contribution plan. Health and life insurance costs are allocated based upon employee coverage elections and historical claims experience. Pension costs are allocated based upon past funding and an actuarial study of the covered employee groups. Benefits are based on the employees’ compensation and years of service. The funding of the plan is based on the requirements of the plan and applicable federal laws. Related to the defined contribution plan, a portion of the employees’ voluntary contributions were matched by SNI. The costs of the defined contribution plan are charged to us based upon those employee contributions.

Additional information related to costs charged to us from Scripps Networks is as follows:

(in thousands)	For the years ended December 31,
	2015		2014		2013
Music rights fees		2,381		2,262		2,250
Stock-based compensation costs		2,559		3,176		4,178
Health and life insurance		2,378		2,046		1,920
Defined benefit pension costs		324		451		745
Defined contribution costs		2,421		2,768		2,500
Other		6,843		6,259		5,526

* * * * * *

G-17

Tribune Media Company

Offer to Exchange

$1,100,000,000 Outstanding 5.875% Senior Notes due 2022

for

$1,100,000,000 Registered 5.875% Senior Notes due 2022

PROSPECTUS

                    , 2016

DEALER PROSPECTUS DELIVERY OBLIGATION

Until                     , 2016, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware Registrants

(a) Each of Tribune Media Company, CastTV Inc., FoxCo Acquisition Finance Corporation, Gracenote, Inc., Local TV Aircraft, Inc., Local TV Finance Corporation, Tribune Broadcasting Kansas City, Inc., Tribune Television New Orleans, Inc., WDAF License, Inc. and WDAF Television, Inc. is incorporated under the laws of the state of Delaware.

Section 102(b)(7) of the General Corporation Law of the State of Delaware, or the “DGCL,” permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision, however, may not eliminate or limit a director’s liability (1) for breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. The certificate of incorporation of each of Tribune Media Company and CastTV Inc., FoxCo Acquisition Finance Corporation, Local TV Aircraft, Inc., Local TV Finance Corporation, Tribune Broadcasting Kansas City, Inc., Tribune Television New Orleans, Inc., WDAF License, Inc. and WDAF Television, Inc. contains such a provision. The certificate of incorporation of Gracenote, Inc. does not contain such a provision.

Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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Section 145(e) of the DGCL permits a Delaware corporation to advance litigation expenses, including attorneys’ fees, incurred by present and former directors and officers prior to the final disposition of the relevant proceedings. The advancement of expenses to a present director or officer is conditioned upon receipt of an undertaking by or on behalf of such director or officer to repay the advancement if it is ultimately determined that such director or officer is not entitled to be indemnified by the corporation. Advancement to former officers and directors may be conditioned upon such terms and conditions, if any, as the corporation may deem appropriate.

Section 145(g) of the DGCL specifically allows a Delaware corporation to purchase liability insurance on behalf of its directors and officers and to insure against potential liability of such directors and officers regardless of whether the corporation would have the power to indemnify such directors and officers under Section 145 of the DGCL.

The certificate of incorporation and bylaws of each of FoxCo Acquisition Finance Corporation, Local TV Aircraft, Inc. and Local TV Finance Corporation authorizes the corporation, to indemnify its directors and officers to the full extent permitted by the state laws of Delaware. The certificate of incorporation of each of CastTV Inc., Tribune Broadcasting Kansas City, Inc., Tribune Television New Orleans, Inc., WDAF License, Inc. and WDAF Television, Inc. provides that the corporation shall, to the full extent permitted by the state laws of Delaware, indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of the corporation or while a director or officer is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties, ERISA excise taxes or penalties and amounts paid in settlement reasonably incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the corporation to indemnify or advance expenses to any person in connection with any action, suit proceeding, claim or counterclaim initiated by or on behalf of such person.

The bylaws of Gracenote, Inc. provide that the corporation shall indemnify each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was a director or an officer of the corporation or is or was serving at the request of the corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; however, with respect to proceedings to enforce rights to indemnification, the corporation is not required to indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee on his or her own behalf unless such proceeding (or part thereof) was authorized by the board of directors.

The bylaws of Gracenote, Inc. further provide that an indemnitee shall also have the right to be paid by the corporation the expenses (including reasonable attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL as then in effect requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under the bylaws or otherwise.

The bylaws of Gracenote, Inc. further also provide that a person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advance of expenses has not

II-2

been granted within 20 days of, the submission of such request. All expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the corporation.

The foregoing summaries are necessarily subject to the complete text of the DGCL and each registrant’s certificate of incorporation and bylaws, as amended to date.

(b) Each of Baseline Acquisitions, LLC, Baseline, LLC, Chicagoland Television News, LLC, Classified Ventures Holdco, LLC, FoxCo Acquisition, LLC, FoxCo Acquisition Sub, LLC, KDAF, LLC, KIAH, LLC, KRCW, LLC, KSTU, LLC, KSTU License, LLC, KSWB, LLC, KTLA, LLC, KTVI, LLC, KTVI License, LLC, KTXL, LLC, KWGN, LLC, Local TV, LLC, Local TV Finance, LLC, Local TV Holdings, LLC, Local TV Norfolk Real Estate, LLC, Magic T Music Publishing Company, LLC, Media by Numbers, LLC, Oak Brook Productions, LLC, Riverwalk Holdco, LLC, Riverwalk Holdco II, LLC, Studio Systems, LLC, Tower Distribution Company, LLC, Towering T Music Publishing Company, LLC, Tribune (FN) Cable Ventures, LLC, Tribune Broadcasting Company, LLC, Tribune Broadcasting Company II, LLC, Tribune Broadcasting Denver, LLC, Tribune Broadcasting Denver License, LLC, Tribune Broadcasting Fort Smith, LLC, Tribune Broadcasting Fort Smith License, LLC, Tribune Broadcasting Hartford, LLC, Tribune Broadcasting Indianapolis, LLC, Tribune Broadcasting Norfolk, LLC, Tribune Broadcasting Oklahoma City, LLC, Tribune Broadcasting Oklahoma City License, LLC, Tribune Broadcasting Seattle, LLC, Tribune Digital Ventures, LLC, Tribune Entertainment Company, LLC, Tribune Management Holdings, LLC, Tribune Media Services, LLC, Tribune National Marketing Company, LLC, WDCW, LLC, WGHP, LLC, WGHP License, LLC, WGN Continental Broadcasting Company, LLC, WHNT, LLC, WHNT License, LLC, WHO License, LLC, WHO Television, LLC, WITI License, LLC, WITI Television, LLC, WJW License, LLC, WJW Television, LLC, WNEP, LLC, WPHL, LLC, WPIX, LLC, WPMT, LLC, WQAD, LLC, WQAD License, LLC, WREG, LLC, WREG License, LLC, WSFL, LLC, WTVR, LLC, WTVR License, LLC, WXMI, LLC, Tribune Real Estate Holdings, LLC, Tribune Real Estate Holdings II, LLC, 501 N. Orange Holdco, LLC, AL-Huntsville-200 Holmes Avenue, LLC, AR-Fort Smith-318 North 13th Street, LLC, AR-Van Buren-179 Gladewood Road, LLC, CA-4655 Fruitridge Road, LLC, CA-LATS South, LLC, CA-Olympic Plant, LLC, CA-Los Angeles Times Square, LLC, CO-1006 Lookout Mountain Road, LLC, CO-Clear Creek County-Argentine Pass, LLC, CO-Denver-100 East Speer Boulevard, LLC, CO-Golden-21214 Cedar Lake Road, LLC, CT-121 Wawarme Avenue, LLC, CT-285 Broad Street, LLC, CT-WTIC, LLC, FL-633 North Orange Avenue, LLC, FL-Deerfield Plant, LLC, FL-Orlando Sentinel, LLC, IA-Alleman Polk County, LLC, IA-Des Moines-1801 Grand Avenue, LLC, IL-11201 Franklin Avenue, LLC, IL-16400 South 105th Court, LLC, IL-2501 West Bradley Place, LLC, IL-3249 North Kilpatrick, LLC, IL-3722 Ventura Drive, LLC, IL-720 Rohlwing Road, LLC, IL-777 West Chicago Avenue, LLC, IL-Henry County-Rustic Hill, LLC, IL-Moline-3003 Park 16 Street, LLC, IL-Orion-2880 North 1100 Avenue, LLC, IL-Tribune Tower, LLC, IN-2350 Westlane Road, LLC, IN-6910 Network Place, LLC, IN-Trafalgar WTTV, LLC, IN-Windfall WTTV, LLC, MD-3400 Carlins Park Drive, LLC, MD-601 N. Calvert, LLC, MD-North Calvert Street, LLC, MI-3117 Plaza Drive, LLC, MI-Davis Road, LLC, MO-Kansas City-3020 Summit Street, LLC, MO-St Louis-Emil Avenue, LLC, NC-High Point-2005 Francis Street, LLC, NC-Sofia-4119 Old Courthouse Road, LLC, OH-Cleveland-5800 South Marginal Road, LLC, OH-Parma-4501 West Pleasant Valley Road, LLC, OK-Oklahoma City-East Britton Road, LLC, OR-10255 SW Arctic Drive, LLC, PA-2005 South Queen Street, LLC, PA-5001 Wynnefield Avenue, LLC, PA-550 East Rock Road, LLC, PA-Luzerne County-Penobscot Mountain, LLC, PA-Moosic-16 Montage Mountain Road, LLC, PA-Morning Call, LLC, PA-Ransom, LLC, PA-South Abington-Rt. 11 and Morgan Hwy, LLC, TN-Memphis-803 Channel 3 Drive, LLC, TREH CM Member 2, LLC, TREH Costa Mesa, LLC, TX-7700 Westpark Drive, LLC, TX-8001 John Carpenter Freeway, LLC, UT-Salt Lake City-Amelia Earhart Drive, LLC, VA-216 Ironbound Road, LLC, VA-Norfolk-720 Boush Street, LLC, VA-Portsmouth-1318 Spratley Street, LLC, VA-Richmond, LLC, VA-Suffolk-5277 Nansemond Parkway, LLC, WA-1813 Westlake Avenue, LLC, WI-Brown Deer-9001 North Green Bay Road, LLC and WI-Milwaukee-1100 East Capital Drive, LLC is organized as a limited liability company under the laws of the state of Delaware.

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Section 18-108 of the Delaware Limited Liability Company Act, or the “Delaware LLC Act”, provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The limited liability company agreement of each of Baseline Acquisitions, LLC, Baseline, LLC, Chicagoland Television News, LLC, Classified Ventures Holdco, LLC, KDAF, LLC, KIAH, LLC, KRCW, LLC, KSWB, LLC, KTLA, LLC, KTXL, LLC, KWGN, LLC, Local TV Holdings, LLC, Magic T Music Publishing Company, LLC, Media by Numbers, LLC, Oak Brook Productions, LLC, Riverwalk Holdco, LLC, Riverwalk Holdco II, LLC, Studio Systems, LLC, Tower Distribution Company, LLC, Towering T Music Publishing Company, LLC, Tribune (FN) Cable Ventures, LLC, Tribune Broadcasting Company, LLC, Tribune Broadcasting Company II, LLC, Tribune Broadcasting Hartford, LLC, Tribune Broadcasting Indianapolis, LLC, Tribune Broadcasting Seattle, LLC, Tribune Digital Ventures, LLC, Tribune Entertainment Company, LLC, Tribune Management Holdings, LLC, Tribune Media Services, LLC, Tribune National Marketing Company, LLC, WDCW, LLC, WGN Continental Broadcasting Company, LLC, WPHL, LLC, WPIX, LLC, WPMT, LLC, WSFL, LLC, WXMI, LLC, Tribune Real Estate Holdings, LLC, Tribune Real Estate Holdings II, LLC, 501 N. Orange Holdco, LLC, AL-Huntsville-200 Holmes Avenue, LLC, AR-Fort Smith-318 North 13th Street, LLC, AR-Van Buren-179 Gladewood Road, LLC, CA-4655 Fruitridge Road, LLC, CA-Olympic Plant, LLC, CA-Los Angeles Times Square, LLC, CO-1006 Lookout Mountain Road, LLC, CO-Clear Creek County-Argentine Pass, LLC, CO-Denver-100 East Speer Boulevard, LLC, CO-Golden-21214 Cedar Lake Road, LLC, CT-121 Wawarme Avenue, LLC, CT-285 Broad Street, LLC, CT-WTIC, LLC, FL-633 North Orange Avenue, LLC, FL-Deerfield Plant, LLC, FL-Orlando Sentinel, LLC, IA-Alleman Polk County, LLC, IA-Des Moines-1801Grand Avenue, LLC, IL-11201 Franklin Avenue, LLC, IL-16400 South 105th Court, LLC, IL-2501 West Bradley Place, LLC, IL-3249 North Kilpatrick, LLC, IL-3722 Ventura Drive, LLC, IL-720 Rohlwing Road, LLC, IL-777 West Chicago Avenue, LLC, IL-Henry County-Rustic Hill, LLC, IL-Moline-3003 Park 16 Street, LLC, IL-Orion-2880 North 1100 Avenue, LLC, IL-Tribune Tower, LLC, IN-2350 Westlane Road, LLC, IN-6910 Network Place, LLC, IN-Trafalgar WTTV, LLC, IN-Windfall WTTV, LLC, MD-3400 Carlins Park Drive, LLC, MD-North Calvert Street, LLC, MI-3117 Plaza Drive, LLC, MI-Davis Road, LLC, MO-Kansas City-3020 Summit Street, LLC, MO-St Louis-Emil Avenue, LLC, NC-High Point-2005 Francis Street, LLC, NC-Sofia-4119 Old Courthouse Road, LLC, OH-Cleveland-5800 South Marginal Road, LLC, OH-Parma-4501 West Pleasant Valley Road, LLC, OK-Oklahoma City-East Britton Road, LLC, OR-10255 SW Arctic Drive, LLC, PA-2005 South Queen Street, LLC, PA-5001 Wynnefield Avenue, LLC, PA-550 East Rock Road, LLC, PA-Luzerne County-Penobscot Mountain, LLC, PA-Moosic-16 Montage Mountain Road, LLC, PA-Morning Call, LLC, PA-Ransom, LLC, PA-South Abington- Rt 11 and Morgan Hwy, LLC, TN-Memphis-803 Channel 3 Drive, LLC, TX-7700 Westpark Drive, LLC, TX-8001 John Carpenter Freeway, LLC, UT-Salt Lake City-Amelia Earhart Drive, LLC, VA-216 Ironbound Road, LLC, VA-Norfolk-720 Boush Street, LLC, VA-Portsmouth-1318 Spratley Street, LLC, VA-Richmond, LLC, VA-Suffolk-5277 Nansemond Parkway, LLC, WA-1813 Westlake Avenue, LLC, WI-Brown Deer-9001 North Green Bay Road, LLC and WI-Milwaukee-1100 East Capital Drive, LLC (the “Group 1 LLCs”) provides that the company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer, or a director in the case of Local TV Holdings, LLC, of the company or, while a Member Party or an officer, or a director in the case of Local TV Holdings, LLC, of the company, is or was serving at the request of the company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a Member Party or an officer, or a director in the case of Local TV Holdings, LLC, or in any other capacity while serving at the request of the company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended, no such indemnification or reimbursement rights, shall apply to any LBO-related causes of action arising prior to December 8, 2008. Notwithstanding the preceding sentence, except that (i) if a claim for indemnification or advancement of expenses is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the company, the Indemnified Person may file suit to recover the unpaid amount of such claim and (ii) if successful in whole or in part in any such suit, or in a suit brought by the company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim, and in such claim the company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of the limited liability company agreement and applicable law, the company shall be required to indemnify an Indemnified Person in connection with a proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such proceeding (or part thereof) by the Indemnified Person was authorized in advance by the member. The limited liability company agreement of each company further provides that the company (i) is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the company’s obligations to such Indemnified Persons are primary), (ii) shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any proceeding in advance of its final disposition, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the company, provided, that such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified, and (iii) irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. Further, the limited liability company agreement of each company provides that the company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the company or, while an employee or agent of the company, is or was serving at the request of the company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the member, or the board of directors in the case of Local TV Holdings, LLC, in its sole discretion. Notwithstanding the foregoing sentence, the company shall be required to indemnify a person described therein in connection with a proceeding initiated by or on behalf of such person if the proceeding was not authorized in advance by the member, or the board of directors in the case of Local TV Holdings, LLC.

The limited liability company agreement of each of CA-LATS South, LLC, MD-601 N. Calvert, LLC, TREH CM Member 2, LLC and TREH Costa Mesa, LLC (the “Group 2 LLCs”) provides that the company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, an Indemnified Person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a Member Party or an officer of the company or, while a Member Party or an officer of the company, is or was serving at the request of the company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust,

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enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such proceeding. Notwithstanding the preceding sentence, except that (i) if a claim for indemnification or advancement of expenses is not paid in full within 45 days after a written claim therefor by the Indemnified Person has been received by the company, the Indemnified Person may file suit to recover the unpaid amount of such claim and (ii) if successful in whole or in part in any such suit, or in a suit brought by the company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim, and in such claim the company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of the limited liability company agreement and applicable law, the company shall be required to indemnify an Indemnified Person in connection with a proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such proceeding (or part thereof) by the Indemnified Person was authorized in advance by the sole member. The limited liability company agreement of each company further provides that the company (i) is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the company’s obligations to such Indemnified Person are primary), (ii) shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any proceeding in advance of its final disposition, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the company, provided, that such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified, and (iii) irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. Further, the limited liability company agreement of each company provides that the company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the company or, while an employee or agent of the company, is or was serving at the request of the company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the member in its sole discretion. Notwithstanding the foregoing sentence, the company shall be required to indemnify a person described therein in connection with a proceeding initiated by or on behalf of such person if the proceeding was not authorized in advance by the member.

The limited liability company agreement of each of FoxCo Acquisition, LLC and FoxCo Acquisition Sub, LLC provides that to the fullest extent permitted by law, the company shall indemnify, hold harmless, protect and defend the sole member, its affiliates, the members, partners, stockholders, directors, officers, employees and agents of any of the foregoing, and any other person who serves at the request of the sole member on behalf of the company as an officer, director, member, partner, employee or agent of any other entity against any losses, claims, damages, liabilities or expenses, including, without limitation, legal or other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claim, to which any such party may become subject (a) by reason of any act or omission (even if negligent) performed or omitted to be performed on behalf of the company, or (b) by reason of any other act or omission arising out of or in connection with the company, unless, in each case, such liability results from such

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party’s own gross negligence, willful misconduct or fraud. The limited liability company agreement of each company provides that the company shall promptly reimburse such party for legal or other expenses as incurred by such party in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any liability for which such party may be indemnified, regardless of whether such party remains a partner, employee or agent of the company, or any affiliate.

The limited liability company agreement of each of FoxCo Acquisition, LLC, FoxCo Acquisition Sub, LLC, and, in the case of Local TV Holdings, LLC until December 27, 2019 for liabilities arising prior to December 27, 2013, provides that the company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless each member, affiliate, director, officer, employee or agent of the company, who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the company or otherwise, whether civil, criminal, administrative or investigative, including an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such member, affiliate, director, officer, employee or agent of the company, or that such person is or was serving at the request of the company as a partner, member, director, officer, trustee, employee or agent of another person, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any such person if a judgment or other final adjudication adverse to such person establishes that his or her acts constituted willful misconduct or fraud, or in the case of Local TV Holdings, LLC, gross negligence. The limited liability company agreement further provides that expenses incurred by such person in defense or settlement of any claim or liability that may be subject to a right of indemnification shall be advanced by the company prior to the final disposition thereof, at the election of the company, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall be finally judicially determined that such person is not entitled to be indemnified.

The limited liability company agreement of each of KSTU, LLC, KSTU License, LLC, KTVI, LLC, KTVI License, LLC, Tribune Broadcasting Denver, LLC, Tribune Broadcasting Denver License, LLC, WGHP, LLC, WGHP License, LLC, WITI License, LLC, WITI Television, LLC, WJW License, LLC, WJW Television, LLC, WTVR, LLC and WTVR License, LLC provides that the company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such party is or was a member or is or was serving at the request of the company as an officer, employee, agent or fiduciary of the company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such party in connection with such action, suit or proceeding. The limited liability company agreement of each company provides that the company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such party against any liability which may be asserted against him, her or it and that expenses covered by the foregoing shall be paid by the company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the parties seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified.

The operating agreement of each of Local TV Finance, LLC, Local TV Norfolk Real Estate, LLC, Tribune Broadcasting Norfolk, LLC, Tribune Broadcasting Fort Smith, LLC, Tribune Broadcasting Fort Smith License, LLC, Tribune Broadcasting Oklahoma City, LLC, Tribune Broadcasting Oklahoma City License, LLC, WHNT, LLC, WHNT License, LLC, WHO License, LLC, WHO Television, LLC, WNEP, LLC, WQAD, LLC, WQAD License, LLC, WREG, LLC and WREG License, LLC provides that the company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization who was or is a party to, or is

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threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such party is or was a member or is or was serving at the request of the company as an officer, employee, agent or fiduciary of the company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such party in connection with such action, suit or proceeding. The operating agreement of each company provides that the company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such party against any liability which may be asserted against him, her or it and that expenses covered by the foregoing shall be paid by the company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the parties seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified.

The limited liability company agreement of Local TV, LLC provides that the company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless (i) the company board and any directors, (ii) any officers of the company, (iii) any member and such member’s affiliates and (iv) any employees or agents of the company who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the company or otherwise; whether civil, criminal, administrative or investigative, including an action by or in the right of the company to procure a judgment in its favor, by reason of the fact that such party is or was a member, affiliate, director, officer, employee or agent of the company, or that such party is or was serving at the request of the company as a partner, member, director, officer, trustee, employee or agent of another party, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such party in connection with such action, suit or proceeding unless a judgment or other final adjudication adverse to such party establishes that his or her acts constituted willful misconduct or fraud. Further, the limited liability company agreement provides that expenses incurred by such party in defense or settlement of any claim or liability that may be subject to a right of indemnification shall be advanced by the company prior to the final disposition thereof, at the election of the company, upon receipt of an undertaking by or on behalf of such party to repay such amount if it shall be finally judicially determined that such party is not entitled to be indemnified.

Section 18-303(a) of the Delaware LLC Act provides that except as otherwise provided by the Delaware LLC Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.

The limited liability company agreement of each of the limited liability companies comprising the Group 1 LLCs and Group 2 LLCs provides that except as otherwise provided by the Delaware LLC Act, the debts, obligations and liabilities of the company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the company, and the sole member shall not be obligated or liable in any capacity (including as a member or as a manager of the company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

The limited liability company agreement of each of FoxCo Acquisition, LLC and FoxCo Acquisition Sub, LLC provides that neither the sole member nor any of its affiliates, nor any officer, director, member, partner, employee, stockholder or agent of any such persons, or any other person who performs services at the request of the member on behalf of the company as an officer, director, partner, employee or agent of any other person shall be liable to the company for any action taken or omitted to be taken by it or by any other person with respect to the company, except in the case of its own gross negligence, willful misconduct or fraud.

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The limited liability company agreement of Local TV, LLC provides that the members shall not have any liability for the obligations or liabilities of the company except to the extent provided in the Delaware LLC Act.

Section 18-406 of the Delaware LLC Act provides that a member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

The limited liability company agreement of each of FoxCo Acquisition, LLC and FoxCo Acquisition Sub, LLC provides that the member, affiliate, director or agent of the company shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such member, affiliate, director or agent of the company pursuant to such advice shall in no event constitute willful misconduct or fraud.

The limited liability company agreement of each of Local TV, LLC and, in the case of Local TV Holdings, LLC until December 27, 2019 for liabilities arising prior to December 27, 2013, provides that any person dealing with the company may rely upon a certificate signed by an appropriate officer as to, the identity of any member or officer, the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the officer or in any other manner germane to the affairs of the company, the persons who are authorized to execute and deliver any instrument or document of or on behalf of the company or any act or failure to act by the company or any other matter whatsoever involving the company or any member. The limited liability company agreement of each company further provides that (i) the company board and any directors, (ii) any officers of the company, (iii) the member and such member’s affiliates and (iv) any employees or agents of the company shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such party pursuant to such advice shall in no event constitute willful misconduct or fraud, or in the case of Local TV Holdings, LLC, gross negligence.

Section 18-1101(c) of the Delaware LLC Act provides that to the extent that, at law or in equity, a member or manager or other person has duties (including fiduciary duties) to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement, the member’s or manager’s or other person’s duties may be expanded or restricted or eliminated by provisions in the limited liability company agreement; provided, that the limited liability company agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

Section 18-1101(d) of the Delaware LLC Act provides that unless otherwise provided in a limited liability company agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for the member’s or manager’s or other person’s good faith reliance on the provisions of the limited liability company agreement.

Section 18-1101(e) of the Delaware LLC Act states that a limited liability company agreement may limit or eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement. However, under

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Section 18-1101(e) of the Delaware LLC Act, a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

The limited liability company agreement of Local TV, LLC provides that that the sole member exercising management powers or responsibilities for or on behalf of the company shall not have personal liability to the company or its members for damages for any breach of duty in such capacity, provided that nothing in the limited liability company agreement shall eliminate or limit the liability of the sole member if a judgment or other final adjudication adverse to the sole member establishes that the sole member’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or that the sole member personally gained through such act or omission a financial profit or other advantage to which the sole member was not legally entitled. The limited liability company agreement further provides that (i) the company board and any directors, (ii) any officer of the company, (iii) any member and such member’s affiliates and (iv) any member, manager, partner, stockholder, officer, director, employee or agent of any of the foregoing, shall not be liable in damages or otherwise, to the company or any member for any act performed or omitted by any such person arising out of or in connection with the limited liability company agreement, the company’s operations or affairs, except if such act or omission constitutes willful misconduct or fraud.

The limited liability company agreement of Local TV Holdings, LLC provides that, until December 27, 2019 for liabilities arising prior to December 27, 2013, any member and such member’s affiliates and any member, manager, partner, stockholder, officer, director, employee or agent of any of the foregoing shall not be liable, in damages or otherwise, to the company or any other member for any act performed or omitted by such member and such member’s affiliates and any member, manager, partner, stockholder, officer, director, employee or agent arising out of or in connection with the limited liability company agreement, the company’s operations or affairs, except if such act or omission constitutes willful misconduct, fraud or gross negligence.

The limited liability company agreement of each of FoxCo Acquisition Sub, LLC and Local TV, LLC provides that to the fullest extent permitted by law, any and all fiduciary duties a director may have to such parties are eliminated and that the directors have no fiduciary duty to the company or member or other party to the limited liability company agreement; provided, the implied contractual covenant of good faith and fair dealing, to the extent such covenants are not waivable under Sections 18-1101(c)-(e) of the Delaware LLC Act, are not eliminated.

The limited liability company agreement of each of FoxCo Acquisition, LLC and FoxCo Acquisition Sub, LLC provides that a person that is a member, affiliate, director, officer, employee or agent of the company entitled to exculpation or indemnification shall not be liable, in damages or otherwise, to the company or the member for any act performed or omitted by such person arising out of or in connection with the limited liability company agreement, the company’s operations or affairs, except if such act or omission constitutes willful misconduct or fraud.

The foregoing summaries are necessarily subject to the complete text of the Delaware LLC Act and each registrant’s limited liability company agreement or operating agreement, as amended to date.

Missouri Registrant

(a) KPLR, Inc. is incorporated under the laws of the state of Missouri.

Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. Section 351.355(2) provides that

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the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys’ fees) and settlement amounts actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that he may not be indemnified in respect of any matter in which he has been adjudged liable for negligence or misconduct in the performance of his duty to the corporation, unless authorized by the court. Section 351.355(3) provides that a corporation shall indemnify any such person against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the action, suit or proceeding if he has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him under Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any by-law or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

The articles of incorporation of KPLR, Inc. provide that the corporation shall indemnify and hold harmless, to the fullest extent permitted by law, any person (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving, at the request of the corporation, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Plan of Reorganization, no such indemnification or reimbursement rights shall apply to any LBO-related causes of action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in the articles of incorporation, the corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors. The articles of incorporation also provide: (i) that the corporation is the indemnitor of first resort (i.e., in the event any indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the corporation’s obligations to such Indemnified Person are primary); (ii) that the corporation shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of the articles of incorporation, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the corporation; and (iii) that the corporation irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. The corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under the articles of incorporation or otherwise.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits.

The following exhibits are included as exhibits to this Registration Statement.

Exhibit Number	Description
2.1	Separation and Distribution Agreement, dated as of August 3, 2014, by and between Tribune Media Company and Tribune Publishing Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Tribune Publishing Company, filed August 7, 2014).
2.2	Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., dated July 19, 2012 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 of Tribune Media Company, filed November 14, 2014).
3.1	Second Amended and Restated Certificate of Incorporation of Tribune Media Company (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
3.2	Amended and Restated By-laws of Tribune Media Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
3.3	Amendment to Certificate of Incorporation of Tribune Media Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).
3.4†	Certificate of Formation of Baseline Acquisitions LLC.
3.5†	Second Amended and Restated Limited Liability Company Agreement of Baseline Acquisitions LLC.
3.6†	Certificate of Formation of Baseline, LLC.
3.7†	Amended and Restated Limited Liability Company Agreement of Baseline, LLC.
3.8†	Certificate of Formation of Chicagoland Television News, LLC.
3.9†	Limited Liability Company Agreement of Chicagoland Television News, LLC.
3.10†	Certificate of Formation of Classified Ventures Holdco, LLC.
3.11†	Limited Liability Company Agreement of Classified Ventures Holdco, LLC.
3.12†	Amended and Restated Certificate of Incorporation of CastTV Inc.
3.13†	Amended and Restated Bylaws of CastTV Inc.
3.14†	Certificate of Formation of FoxCo Acquisition, LLC.
3.15†	Amended and Restated Limited Liability Company Agreement of FoxCo Acquisition, LLC.
3.16†	Certificate of Incorporation of FoxCo Acquisition Finance Corporation.
3.17†	Bylaws of FoxCo Acquisition Finance Corporation.
3.18†	Certificate of Formation of FoxCo Acquisition Sub, LLC.
3.19†	Amended and Restated Limited Liability Company Agreement of FoxCo Acquisition Sub, LLC
3.20†	Amended and Restated Certificate of Incorporation of Gracenote, Inc. (f/k/a CDDB, Inc.).

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Exhibit Number	Description
3.21†	Amended and Restated Bylaws of Gracenote, Inc. (f/k/a CDDB, Inc.).
3.22†	Certificate of Formation of KDAF, LLC.
3.23†	Limited Liability Company Agreement of KDAF, LLC.
3.24†	Certificate of Formation of KIAH, LLC.
3.25†	Limited Liability Company Agreement of KIAH, LLC.
3.26†	Amended and Restated Articles of Incorporation of KPLR, Inc.
3.27†	Amended and Restated Bylaws of KPLR, Inc.
3.28†	Certificate of Formation of KRCW, LLC.
3.29†	Limited Liability Company Agreement of KRCW, LLC.
3.30†	Certificate of Formation of KSTU, LLC (f/k/a Community Television of Utah, LLC).
3.31†	Certificate of Amendment of KSTU, LLC (f/k/a Community Television of Utah, LLC).
3.32†	Limited Liability Company Agreement of KSTU, LLC (f/k/a Community Television of Utah, LLC).
3.33†	First Amendment to the Limited Liability Company Agreement of KSTU, LLC (f/k/a Community Television of Utah, LLC).
3.34†	Certificate of Formation of KSTU License, LLC (f/k/a Community Television of Utah License, LLC).
3.35†	Certificate of Amendment of KSTU License, LLC (f/k/a Community Television of Utah License, LLC).
3.36†	Limited Liability Company Agreement of KSTU License, LLC (f/k/a Community Television of Utah License, LLC).
3.37†	First Amendment to the Limited Liability Company Agreement of KSTU License, LLC (f/k/a Community Television of Utah License, LLC).
3.38†	Certificate of Formation of KSWB, LLC.
3.39†	Limited Liability Company Agreement of KSWB, LLC.
3.40†	Certificate of Formation of KTLA, LLC.
3.41†	Limited Liability Company Agreement of KTLA, LLC.
3.42†	Certificate of Formation of KTVI, LLC (f/k/a Community Television of Missouri, LLC).
3.43†	Certificate of Amendment of KTVI, LLC (f/k/a Community Television of Missouri, LLC).
3.44†	Limited Liability Company Agreement of KTVI, LLC (f/k/a Community Television of Missouri, LLC).
3.45†	First Amendment to the Limited Liability Company Agreement of KTVI, LLC (f/k/a Community Television of Missouri, LLC).
3.46†	Certificate of Formation of KTVI License, LLC (f/k/a Community Television of Missouri License, LLC).
3.47†	Certificate of Amendment of KTVI License, LLC (f/k/a Community Television of Missouri License, LLC).

II-13

Exhibit Number	Description
3.48†	Limited Liability Company Agreement of KTVI License, LLC (f/k/a Community Television of Missouri License, LLC).
3.49†	First Amendment to the Limited Liability Company Agreement of KTVI License, LLC (f/k/a Community Television of Missouri License, LLC).
3.50†	Certificate of Formation of KTXL, LLC.
3.51†	Limited Liability Company Agreement of KTXL, LLC.
3.52†	Certificate of Formation of KWGN, LLC.
3.53†	Limited Liability Company Agreement of KWGN, LLC.
3.54†	Certificate of Formation of Local TV, LLC.
3.55†	Second Amended and Restated Limited Liability Company Agreement of Local TV, LLC.
3.56†	Certificate of Incorporation of Local TV Aircraft, Inc.
3.57†	Bylaws of Local TV Aircraft, Inc.
3.58†	Certificate of Formation of Local TV Finance, LLC.
3.59†	Operating Agreement of Local TV Finance, LLC.
3.60†	Certificate of Incorporation of Local TV Finance Corporation.
3.61†	Bylaws of Local TV Finance Corporation.
3.62†	Certificate of Formation of Local TV Holdings, LLC.
3.63†	Amended and Restated Limited Liability Company Agreement of Local TV Holdings, LLC.
3.64†	Certificate of Formation of Local TV Norfolk Real Estate, LLC.
3.65†	Operating Agreement of Local TV Norfolk Real Estate, LLC.
3.66†	Certificate of Formation of Magic T Music Publishing Company, LLC.
3.67†	Limited Liability Company Agreement of Magic T Music Publishing Company, LLC.
3.68†	Certificate of Formation of Media by Numbers, LLC.
3.69†	Amended and Restated Limited Liability Company Agreement of Media by Numbers, LLC.
3.70†	Certificate of Formation of Oak Brook Productions, LLC.
3.71†	Limited Liability Company Agreement of Oak Brook Productions, LLC.
3.72†	Certificate of Formation of Riverwalk Holdco, LLC.
3.73†	Limited Liability Company Agreement of Riverwalk Holdco, LLC.
3.74†	Certificate of Formation of Riverwalk Holdco II, LLC.
3.75†	Limited Liability Company Agreement of Riverwalk Holdco II, LLC.
3.76†	Certificate of Formation of Studio Systems, LLC.
3.77†	Amended and Restated Limited Liability Company Agreement of Studio Systems, LLC.
3.78†	Certificate of Formation of Tower Distribution Company, LLC.
3.79†	Limited Liability Company Agreement of Tower Distribution Company, LLC.

II-14

Exhibit Number	Description
3.80†	Certificate of Formation of Towering T Music Publishing Company, LLC.
3.81†	Limited Liability Company Agreement of Towering T Music Publishing Company, LLC.
3.82†	Certificate of Formation of Tribune (FN) Cable Ventures, LLC.
3.83†	Limited Liability Company Agreement of Tribune (FN) Cable Ventures, LLC.
3.84†	Certificate of Formation of Tribune Broadcasting Company, LLC.
3.85†	Limited Liability Company Agreement of Tribune Broadcasting Company, LLC.
3.86†	Certificate of Formation of Tribune Broadcasting Company II, LLC.
3.87†	Limited Liability Company Agreement of Tribune Broadcasting Company II, LLC.
3.88†	Certificate of Formation of Tribune Broadcasting Denver, LLC (f/k/a Community Television of Colorado, LLC).
3.89†	Certificate of Amendment of Tribune Broadcasting Denver, LLC (f/k/a Community Television of Colorado, LLC).
3.90†	Limited Liability Company Agreement of Tribune Broadcasting Denver, LLC (f/k/a Community Television of Colorado, LLC).
3.91†	First Amendment to the Limited Liability Company Agreement of Tribune Broadcasting Denver, LLC (f/k/a Community Television of Colorado, LLC).
3.92†	Certificate of Formation of Tribune Broadcasting Denver License, LLC (f/k/a Community Television of Colorado License, LLC).
3.93†	Certificate of Amendment of Tribune Broadcasting Denver License, LLC (f/k/a Community Television of Colorado License, LLC).
3.94†	Limited Liability Company Agreement of Tribune Broadcasting Denver License, LLC (f/k/a Community Television of Colorado License, LLC).
3.95†	First Amendment to the Limited Liability Company Agreement of Tribune Broadcasting Denver License, LLC (f/k/a Community Television of Colorado License, LLC).
3.96†	Certificate of Formation of Tribune Broadcasting Fort Smith, LLC (f/k/a Local TV Arkansas, LLC).
3.97†	Certificate of Amendment of Tribune Broadcasting Fort Smith, LLC (f/k/a Local TV Arkansas, LLC).
3.98†	Operating Agreement of Tribune Broadcasting Fort Smith, LLC (f/k/a Local TV Arkansas, LLC).
3.99†	First Amendment to the Operating Agreement of Tribune Broadcasting Fort Smith, LLC (f/k/a Local TV Arkansas, LLC).
3.100†	Certificate of Formation of Tribune Broadcasting Fort Smith License, LLC (f/k/a Local TV Arkansas License, LLC).
3.101†	Certificate of Amendment of Tribune Broadcasting Fort Smith License, LLC (f/k/a Local TV Arkansas License, LLC).
3.102†	Operating Agreement of Tribune Broadcasting Fort Smith License, LLC (f/k/a Local TV Arkansas License, LLC).
3.103†	First Amendment to the Operating Agreement of Tribune Broadcasting Fort Smith License, LLC (f/k/a Local TV Arkansas License, LLC).

II-15

Exhibit Number	Description
3.104†	Certificate of Formation of Tribune Broadcasting Hartford, LLC.
3.105†	Limited Liability Company Agreement of Tribune Broadcasting Hartford, LLC.
3.106†	Certificate of Formation of Tribune Broadcasting Indianapolis, LLC.
3.107†	Limited Liability Company Agreement of Tribune Broadcasting Indianapolis, LLC.
3.108†	Certificate of Incorporation of Tribune Broadcasting Kansas City, Inc. (f/k/a New World Communications of Kansas City, Inc.).
3.109†	Certificate of Amendment of Certificate of Incorporation of Tribune Broadcasting Kansas City, Inc. (f/k/a New World Communications of Kansas City, Inc.).
3.110†	Amended and Restated By-Laws of Tribune Broadcasting Kansas City, Inc. (f/k/a New World Communications of Kansas City, Inc.).
3.111†	Certificate of Formation of Tribune Broadcasting Norfolk, LLC (f/k/a Local TV Virginia, LLC).
3.112†	Certificate of Amendment of Tribune Broadcasting Norfolk, LLC (f/k/a Local TV Virginia, LLC).
3.113†	Operating Agreement of Tribune Broadcasting Norfolk, LLC (f/k/a Local TV Virginia, LLC).
3.114†	First Amendment to the Operating Agreement of Tribune Broadcasting Norfolk, LLC (f/k/a Local TV Virginia, LLC).
3.115†	Certificate of Formation of Tribune Broadcasting Oklahoma City, LLC (f/k/a Local TV Oklahoma, LLC).
3.116†	Certificate of Amendment of Tribune Broadcasting Oklahoma City, LLC (f/k/a Local TV Oklahoma, LLC).
3.117†	Operating Agreement of Tribune Broadcasting Oklahoma City, LLC (f/k/a Local TV Oklahoma, LLC).
3.118†	First Amendment to the Operating Agreement of Tribune Broadcasting Oklahoma City, LLC (f/k/a Local TV Oklahoma, LLC).
3.119†	Certificate of Formation of Tribune Broadcasting Oklahoma City License, LLC (f/k/a Local TV Oklahoma License, LLC).
3.120†	Certificate of Amendment of Tribune Broadcasting Oklahoma City License, LLC (f/k/a Local TV Oklahoma License, LLC).
3.121†	Operating Agreement of Tribune Broadcasting Oklahoma City License, LLC (f/k/a Local TV Oklahoma License, LLC).
3.122†	First Amendment to the Operating Agreement of Tribune Broadcasting Oklahoma City License, LLC (f/k/a Local TV Oklahoma License, LLC).
3.123†	Certificate of Formation of Tribune Broadcasting Seattle, LLC.
3.124†	Limited Liability Company Agreement of Tribune Broadcasting Seattle, LLC.
3.125†	Certificate of Formation of Tribune Digital Ventures, LLC.
3.126†	Limited Liability Company Agreement of Tribune Digital Ventures, LLC.
3.127†	Certificate of Formation of Tribune Entertainment Company, LLC.
3.128†	Limited Liability Company Agreement of Tribune Entertainment Company, LLC.

II-16

Exhibit Number	Description
3.129†	Certificate of Formation of Tribune Management Holdings, LLC (f/k/a Tribune Investments, LLC).
3.130†	Certificate of Amendment of Certificate of Formation of Tribune Management Holdings, LLC (f/k/a Tribune Investments, LLC).
3.131†	Amended and Restated Limited Liability Company Agreement of Tribune Management Holdings, LLC (f/k/a Tribune Investments, LLC).
3.132†	Certificate of Formation of Tribune Media Services, LLC.
3.133†	Limited Liability Company Agreement of Tribune Media Services, LLC.
3.134†	Certificate of Formation of Tribune National Marketing Company, LLC.
3.135†	Limited Liability Company Agreement of Tribune National Marketing Company, LLC.
3.136†	Amended and Restated Certificate of Incorporation of Tribune Television New Orleans, Inc.
3.137†	Amended and Restated Bylaws of Tribune Television New Orleans, Inc.
3.138†	Certificate of Incorporation of WDAF License, Inc.
3.139†	By-Laws of WDAF License, Inc.
3.140†	Certificate of Incorporation of WDAF Television, Inc.
3.141†	Amended and Restated By-Laws of WDAF Television, Inc.
3.142†	Certificate of Formation of WDCW, LLC.
3.143†	Limited Liability Company Agreement of WDCW, LLC.
3.144†	Certificate of Formation of WGHP, LLC (f/k/a Community Television of North Carolina, LLC).
3.145†	Certificate of Amendment of WGHP, LLC (f/k/a Community Television of North Carolina, LLC).
3.146†	Limited Liability Company Agreement of WGHP, LLC (f/k/a Community Television of North Carolina, LLC).
3.147†	First Amendment to the Limited Liability Company Agreement of WGHP, LLC (f/k/a Community Television of North Carolina, LLC).
3.148†	Certificate of Formation of WGHP License, LLC (f/k/a Community Television of North Carolina License, LLC).
3.149†	Certificate of Amendment of WGHP License, LLC (f/k/a Community Television of North Carolina License, LLC).
3.150†	Limited Liability Company Agreement of WGHP License, LLC (f/k/a Community Television of North Carolina License, LLC).
3.151†	First Amendment to the Limited Liability Company Agreement of WGHP License, LLC (f/k/a Community Television of North Carolina License, LLC).
3.152†	Certificate of Formation of WGN Continental Broadcasting Company, LLC.
3.153†	Limited Liability Company Agreement of WGN Continental Broadcasting Company, LLC.
3.154†	Certificate of Formation of WHNT, LLC (f/k/a Local TV Alabama, LLC).
3.155†	Certificate of Amendment of WHNT, LLC (f/k/a Local TV Alabama, LLC).
3.156†	Operating Agreement of WHNT, LLC (f/k/a Local TV Alabama, LLC).
3.157†	First Amendment to the Operating Agreement of WHNT, LLC (f/k/a Local TV Alabama, LLC).
3.158†	Certificate of Formation of WHNT License, LLC (f/k/a Local TV Alabama License, LLC).

II-17

Exhibit Number	Description
3.159†	Certificate of Amendment of WHNT License, LLC (f/k/a Local TV Alabama License, LLC).
3.160†	Operating Agreement of WHNT License, LLC (f/k/a Local TV Alabama License, LLC).
3.161†	First Amendment to the Operating Agreement of WHNT License, LLC (f/k/a Local TV Alabama License, LLC).
3.162†	Certificate of Formation of WHO License, LLC (f/k/a Local TV Iowa License, LLC).
3.163†	Certificate of Amendment of WHO License, LLC (f/k/a Local TV Iowa License, LLC).
3.164†	Operating Agreement of WHO License, LLC (f/k/a Local TV Iowa License, LLC).
3.165†	First Amendment to the Operating Agreement of WHO License, LLC (f/k/a Local TV Iowa License, LLC).
3.166†	Certificate of Formation of WHO Television, LLC (f/k/a Local TV Iowa, LLC).
3.167†	Certificate of Amendment of WHO Television, LLC (f/k/a Local TV Iowa, LLC).
3.168†	Operating Agreement of WHO Television, LLC (f/k/a Local TV Iowa, LLC).
3.169†	First Amendment to the Operating Agreement of WHO Television, LLC (f/k/a Local TV Iowa, LLC).
3.170†	Certificate of Formation of WITI License, LLC (f/k/a Community Television of Wisconsin License, LLC).
3.171†	Certificate of Amendment of WITI License, LLC (f/k/a Community Television of Wisconsin License, LLC).
3.172†	Limited Liability Company Agreement of WITI License, LLC (f/k/a Community Television of Wisconsin License, LLC).
3.173†	First Amendment to the Limited Liability Company Agreement of WITI License, LLC (f/k/a Community Television of Wisconsin License, LLC).
3.174†	Certificate of Formation of WITI Television, LLC (f/k/a Community Television of Wisconsin, LLC).
3.175†	Certificate of Amendment of WITI Television, LLC (f/k/a Community Television of Wisconsin, LLC).
3.176†	Limited Liability Company Agreement of WITI Television, LLC (f/k/a Community Television of Wisconsin, LLC).
3.177†	First Amendment to the Limited Liability Company Agreement of WITI Television, LLC (f/k/a Community Television of Wisconsin, LLC).
3.178†	Certificate of Formation of WJW License, LLC (f/k/a Community Television of Ohio License, LLC).
3.179†	Certificate of Amendment of WJW License, LLC (f/k/a Community Television of Ohio License, LLC).
3.180†	Limited Liability Company Agreement of WJW License, LLC (f/k/a Community Television of Ohio License, LLC).
3.181†	First Amendment to the Limited Liability Company Agreement of WJW License, LLC (f/k/a Community Television of Ohio License, LLC).
3.182†	Certificate of Formation of WJW Television, LLC (f/k/a Community Television of Ohio, LLC).
3.183†	Certificate of Amendment of WJW Television, LLC (f/k/a Community Television of Ohio, LLC).

II-18

Exhibit Number	Description
3.184†	Limited Liability Company Agreement of WJW Television, LLC (f/k/a Community Television of Ohio, LLC).
3.185†	First Amendment to the Limited Liability Company Agreement of WJW Television, LLC (f/k/a Community Television of Ohio, LLC).
3.186†	Certificate of Formation of WNEP, LLC (f/k/a Local TV Pennsylvania, LLC).
3.187†	Certificate of Amendment of WNEP, LLC (f/k/a Local TV Pennsylvania, LLC).
3.188†	Operating Agreement of WNEP, LLC (f/k/a Local TV Pennsylvania, LLC).
3.189†	First Amendment to the Operating Agreement of WNEP, LLC (f/k/a Local TV Pennsylvania, LLC).
3.190†	Certificate of Formation of WPHL, LLC.
3.191†	Limited Liability Company Agreement of WPHL, LLC.
3.192†	Certificate of Formation of WPIX, LLC.
3.193†	Limited Liability Company Agreement of WPIX, LLC.
3.194†	Certificate of Formation of WPMT, LLC.
3.195†	Limited Liability Company Agreement of WPMT, LLC.
3.196†	Certificate of Formation of WQAD, LLC (f/k/a Local TV Illinois, LLC).
3.197†	Certificate of Amendment of WQAD, LLC (f/k/a Local TV Illinois, LLC).
3.198†	Operating Agreement of WQAD, LLC (f/k/a Local TV Illinois, LLC).
3.199†	First Amendment to the Operating Agreement of WQAD, LLC (f/k/a Local TV Illinois, LLC).
3.200†	Certificate of Formation of WQAD License, LLC (f/k/a Local TV Illinois License, LLC).
3.201†	Certificate of Amendment of WQAD License, LLC (f/k/a Local TV Illinois License, LLC).
3.202†	Operating Agreement of WQAD License, LLC (f/k/a Local TV Illinois License, LLC).
3.203†	First Amendment to the Operating Agreement of WQAD License, LLC (f/k/a Local TV Illinois License, LLC).
3.204†	Certificate of Formation of WREG, LLC (f/k/a Local TV Tennessee, LLC).
3.205†	Certificate of Amendment of WREG, LLC (f/k/a Local TV Tennessee, LLC).
3.206†	Operating Agreement of WREG, LLC (f/k/a Local TV Tennessee, LLC).
3.207†	First Amendment to the Operating Agreement of WREG, LLC (f/k/a Local TV Tennessee, LLC).
3.208†	Certificate of Formation of WREG License, LLC (f/k/a Local TV Tennessee License, LLC).
3.209†	Certificate of Amendment of WREG License, LLC (f/k/a Local TV Tennessee License, LLC).
3.210†	Operating Agreement of WREG License, LLC (f/k/a Local TV Tennessee License, LLC).
3.211†	First Amendment to the Operating Agreement of WREG License, LLC (f/k/a Local TV Tennessee License, LLC).
3.212†	Certificate of Formation of WSFL, LLC.
3.213†	Limited Liability Company Agreement of WSFL, LLC.
3.214†	Certificate of Formation of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).

II-19

Exhibit Number	Description
3.215†	Certificate of Amendment to the Certificate of Formation of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).
3.216†	Certificate of Amendment of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).
3.217†	Limited Liability Company Agreement of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).
3.218†	First Amendment to the Limited Liability Company Agreement of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).
3.219†	Second Amendment to the Limited Liability Company Agreement of WTVR, LLC (f/k/a Community Television of Virginia, LLC, f/k/a Community Television of Alabama, LLC).
3.220†	Certificate of Formation of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.221†	Certificate of Amendment to the Certificate of Formation of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.222†	Certificate of Amendment of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.223†	Limited Liability of Company Agreement of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.224†	First Amendment to the Limited Liability of Company Agreement of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.225†	Second Amendment to the Limited Liability Company Agreement of WTVR License, LLC (f/k/a Community Television of Virginia License, LLC, f/k/a Community Television of Alabama License, LLC).
3.226†	Certificate of Formation of WXMI, LLC.
3.227†	Limited Liability Company Agreement of WXMI, LLC.
3.228†	Certificate of Formation of Tribune Real Estate Holdings, LLC.
3.229†	Limited Liability Company Agreement of Tribune Real Estate Holdings, LLC.
3.230†	Certificate of Formation of Tribune Real Estate Holdings II, LLC.
3.231†	Limited Liability Company Agreement of Tribune Real Estate Holdings II, LLC.
3.232†	Certificate of Formation of 501 N. Orange Holdco, LLC (f/k/a TREH/KREC Costa Mesa, LLC).
3.233†	Certificate of Amendment of Certification of Formation of 501 N. Orange Holdco, LLC (f/k/a TREH/KREC Costa Mesa, LLC).
3.234†	Limited Liability Company Agreement of 501 N. Orange Holdco, LLC (f/k/a TREH/KREC Costa Mesa, LLC).
3.235†	Certificate of Formation of AL-Huntsville-200 Holmes Avenue, LLC.
3.236†	Limited Liability Company Agreement of AL-Huntsville-200 Holmes Avenue, LLC.
3.237†	Certificate of Formation of AR-Fort Smith-318 North 13th Street, LLC.
3.238†	Limited Liability Company Agreement of AR-Fort Smith-318 North 13th Street, LLC.
3.239†	Certificate of Formation of AR-Van Buren-179 Gladewood Road, LLC.

II-20

Exhibit Number	Description
3.240†	Limited Liability Company Agreement of AR-Van Buren-179 Gladewood Road, LLC.
3.241†	Certificate of Formation of CA-4655 Fruitridge Road, LLC.
3.242†	Limited Liability Company Agreement of CA-4655 Fruitridge Road, LLC.
3.243†	Certificate of Formation of CA-LATS South, LLC.
3.244†	Limited Liability Company Agreement of CA-LATS South, LLC.
3.245†	Certificate of Formation of CA-Olympic Plant, LLC.
3.246†	Limited Liability Company Agreement of CA-Olympic Plant, LLC.
3.247†	Certificate of Formation of CA-Los Angeles Times Square, LLC.
3.248†	Limited Liability Company Agreement of CA-Los Angeles Times Square, LLC.
3.249†	Certificate of Formation of CO-1006 Lookout Mountain Road, LLC.
3.250†	Limited Liability Company Agreement of CO-1006 Lookout Mountain Road, LLC.
3.251†	Certificate of Formation of CO-Clear Creek County-Argentine Pass, LLC.
3.252†	Limited Liability Company Agreement of CO-Clear Creek County-Argentine Pass, LLC.
3.253†	Certificate of Formation of CO-Denver-100 East Speer Boulevard, LLC.
3.254†	Limited Liability Company Agreement of CO-Denver-100 East Speer Boulevard, LLC.
3.255†	Certificate of Formation of CO-Golden-21214 Cedar Lake Road, LLC.
3.256†	Limited Liability Company Agreement of CO-Golden-21214 Cedar Lake Road, LLC.
3.257†	Certificate of Formation of CT-121 Wawarme Avenue, LLC.
3.258†	Limited Liability Company Agreement of CT-121 Wawarme Avenue, LLC.
3.259†	Certificate of Formation of CT-285 Broad Street, LLC.
3.260†	Limited Liability Company Agreement of CT-285 Broad Street, LLC.
3.261†	Certificate of Formation of CT-WTIC, LLC.
3.262†	Limited Liability Company Agreement of CT-WTIC, LLC.
3.263†	Certificate of Formation of FL-633 North Orange Avenue, LLC.
3.264†	Limited Liability Company Agreement of FL-633 North Orange Avenue, LLC.
3.265†	Certificate of Formation of FL-Deerfield Plant, LLC.
3.266†	Limited Liability Company Agreement of FL-Deerfield Plant, LLC.
3.267†	Certificate of Formation of FL-Orlando Sentinel, LLC.
3.268†	Limited Liability Company Agreement of FL-Orlando Sentinel, LLC.
3.269†	Certificate of Formation of IA-Alleman Polk County, LLC.
3.270†	Limited Liability Company Agreement of IA-Alleman Polk County, LLC.
3.271†	Certificate of Formation of IA-Des Moines-1801 Grand Avenue, LLC.
3.272†	Limited Liability Company Agreement of IA-Des Moines-1801 Grand Avenue, LLC.
3.273†	Certificate of Formation of IL-11201 Franklin Avenue, LLC.
3.274†	Limited Liability Company Agreement of IL-11201 Franklin Avenue, LLC.

II-21

Exhibit Number	Description
3.275†	Certificate of Formation of IL-16400 South 105th Court, LLC.
3.276†	Limited Liability Company Agreement of IL-16400 South 105th Court, LLC.
3.277†	Certificate of Formation of IL-2501 West Bradley Place, LLC.
3.278†	Limited Liability Company Agreement of IL-2501 West Bradley Place, LLC.
3.279†	Certificate of Formation of IL-3249 North Kilpatrick, LLC.
3.280†	Limited Liability Company Agreement of IL-3249 North Kilpatrick, LLC.
3.281†	Certificate of Formation of IL-3722 Ventura Drive, LLC.
3.282†	Limited Liability Company Agreement of IL-3722 Ventura Drive, LLC.
3.283†	Certificate of Formation of IL-720 Rohlwing Road, LLC.
3.284†	Limited Liability Company Agreement of IL-720 Rohlwing Road, LLC.
3.285†	Certificate of Formation of IL-777 West Chicago Avenue, LLC (f/k/a IL-Freedom Center, LLC).
3.286†	Certificate of Amendment of Certificate of Formation of IL-777 West Chicago Avenue, LLC (f/k/a IL-Freedom Center, LLC).
3.287†	Limited Liability Company Agreement of IL-777 West Chicago Avenue, LLC (f/k/a IL-Freedom Center, LLC).
3.288†	Amended and Restated Limited Liability Company Agreement of IL-777 West Chicago Avenue, LLC (f/k/a IL-Freedom Center, LLC).
3.289†	Certificate of Formation of IL-Henry County-Rustic Hill, LLC.
3.290†	Limited Liability Company Agreement of IL-Henry County-Rustic Hill, LLC.
3.291†	Certificate of Formation of IL-Moline-3003 Park 16 Street, LLC.
3.292†	Limited Liability Company Agreement of IL-Moline-3003 Park 16 Street, LLC.
3.293†	Certificate of Formation of IL-Orion-2880 North 1100 Avenue, LLC.
3.294†	Limited Liability Company Agreement of IL-Orion-2880 North 1100 Avenue, LLC.
3.295†	Certificate of Formation of IL-Tribune Tower, LLC.
3.296†	Limited Liability Company Agreement of IL-Tribune Tower, LLC.
3.297†	Certificate of Formation of IN-2350 Westlane Road, LLC.
3.298†	Limited Liability Company Agreement of IN-2350 Westlane Road, LLC.
3.299†	Certificate of Formation of IN-6910 Network Place, LLC.
3.300†	Limited Liability Company Agreement of IN-6910 Network Place, LLC.
3.301†	Certificate of Formation of IN-Trafalgar WTTV, LLC.
3.302†	Limited Liability Company Agreement of IN-Trafalgar WTTV, LLC.
3.303†	Certificate of Formation of IN-Windfall WTTV, LLC.
3.304†	Limited Liability Company Agreement of IN-Windfall WTTV, LLC.
3.305†	Certificate of Formation of MD-3400 Carlins Park Drive, LLC.
3.306†	Limited Liability Company Agreement of MD-3400 Carlins Park Drive, LLC.
3.307†	Certificate of Formation of MD-601 N. Calvert, LLC.

II-22

Exhibit Number	Description
3.308†	Limited Liability Company Agreement of MD-601 N. Calvert, LLC.
3.309†	Certificate of Formation of MD-North Calvert Street, LLC.
3.310†	Limited Liability Company Agreement of MD-North Calvert Street, LLC.
3.311†	Certificate of Formation of MI-3117 Plaza Drive, LLC.
3.312†	Limited Liability Company Agreement of MI-3117 Plaza Drive, LLC.
3.313†	Certificate of Formation of MI-Davis Road, LLC.
3.314†	Limited Liability Company Agreement of MI-Davis Road, LLC.
3.315†	Certificate of Formation of MO-Kansas City-3020 Summit Street, LLC.
3.316†	Limited Liability Company Agreement of MO-Kansas City-3020 Summit Street, LLC.
3.317†	Certificate of Formation of MO-St Louis-Emil Avenue, LLC.
3.318†	Limited Liability Company Agreement of MO-St Louis-Emil Avenue, LLC.
3.319†	Certificate of Formation of NC-High Point-2005 Francis Street, LLC.
3.320†	Limited Liability Company Agreement of NC-High Point-2005 Francis Street, LLC.
3.321†	Certificate of Formation of NC-Sofia-4119 Old Courthouse Road, LLC.
3.322†	Limited Liability Company Agreement of NC-Sofia-4119 Old Courthouse Road, LLC.
3.323†	Certificate of Formation of OH-Cleveland-5800 South Marginal Road, LLC.
3.324†	Limited Liability Company Agreement of OH-Cleveland-5800 South Marginal Road, LLC.
3.325†	Certificate of Formation of OH-Parma-4501 West Pleasant Valley Road, LLC.
3.326†	Limited Liability Company Agreement of OH-Parma-4501 West Pleasant Valley Road, LLC.
3.327†	Certificate of Formation of OK-Oklahoma City-East Britton Road, LLC.
3.328†	Limited Liability Company Agreement of OK-Oklahoma City-East Britton Road, LLC.
3.329†	Certificate of Formation of OR-10255 SW Arctic Drive, LLC.
3.330†	Limited Liability Company Agreement of OR-10255 SW Arctic Drive, LLC.
3.331†	Certificate of Formation of PA-2005 South Queen Street, LLC.
3.332†	Limited Liability Company Agreement of PA-2005 South Queen Street, LLC.
3.333†	Certificate of Formation of PA-5001 Wynnefield Avenue, LLC.
3.334†	Limited Liability Company Agreement of PA-5001 Wynnefield Avenue, LLC.
3.335†	Certificate of Formation of PA-550 East Rock Road, LLC.
3.336†	Limited Liability Company Agreement of PA-550 East Rock Road, LLC.
3.337†	Certificate of Formation of PA-Luzerne County-Penobscot Mountain, LLC.
3.338†	Limited Liability Company Agreement of PA-Luzerne County-Penobscot Mountain, LLC.
3.339†	Certificate of Formation of PA-Moosic-16 Montage Mountain Road, LLC.
3.340†	Limited Liability Company Agreement of PA-Moosic-16 Montage Mountain Road, LLC.
3.341†	Certificate of Formation of PA-Morning Call, LLC.
3.342†	Limited Liability Company Agreement of PA-Morning Call, LLC.

II-23

Exhibit Number	Description
3.343†	Certificate of Formation of PA-Ransom, LLC.
3.344†	Limited Liability Company Agreement of PA-Ransom, LLC.
3.345†	Certificate of Formation of PA-South Abington-Rt. 11 and Morgan Hwy, LLC.
3.346†	Limited Liability Company Agreement of PA-South Abington-Rt. 11 and Morgan Hwy, LLC.
3.347†	Certificate of Formation of TN-Memphis-803 Channel 3 Drive, LLC.
3.348†	Limited Liability Company Agreement of TN-Memphis-803 Channel 3 Drive, LLC.
3.349†	Certificate of Formation of TREH CM Member 2, LLC.
3.350†	Limited Liability Company Agreement of TREH CM Member 2, LLC.
3.351†	Certificate of Formation of TREH Costa Mesa, LLC.
3.352†	Limited Liability Company Agreement of TREH Costa Mesa, LLC.
3.353†	Certificate of Formation of TX-7700 Westpark Drive, LLC.
3.354†	Limited Liability Company Agreement of TX-7700 Westpark Drive, LLC.
3.355†	Certificate of Formation of TX-8001 John Carpenter Freeway, LLC.
3.356†	Limited Liability Company Agreement of TX-8001 John Carpenter Freeway, LLC.
3.357†	Certificate of Formation of UT-Salt Lake City-Amelia Earhart Drive, LLC.
3.358†	Limited Liability Company Agreement of UT-Salt Lake City-Amelia Earhart Drive, LLC.
3.359†	Certificate of Formation of VA-216 Ironbound Road, LLC.
3.360†	Limited Liability Company Agreement of VA-216 Ironbound Road, LLC.
3.361†	Certificate of Formation of VA-Norfolk-720 Boush Street, LLC.
3.362†	Limited Liability Company Agreement of VA-Norfolk-720 Boush Street, LLC.
3.363†	Certificate of Formation of VA-Portsmouth-1318 Spratley Street, LLC.
3.364†	Limited Liability Company Agreement of VA-Portsmouth-1318 Spratley Street, LLC.
3.365†	Certificate of Formation of VA-Richmond, LLC.
3.366†	Limited Liability Company Agreement of VA-Richmond, LLC.
3.367†	Certificate of Formation of VA-Suffolk-5277 Nansemond Parkway, LLC.
3.368†	Limited Liability Company Agreement of VA-Suffolk-5277 Nansemond Parkway, LLC.
3.369†	Certificate of Formation of WA-1813 Westlake Avenue, LLC.
3.370†	Limited Liability Company Agreement of WA-1813 Westlake Avenue, LLC.
3.371†	Certificate of Formation of WI-Brown Deer-9001 North Green Bay Road, LLC.
3.372†	Limited Liability Company Agreement of WI-Brown Deer-9001 North Green Bay Road, LLC.
3.373†	Certificate of Formation of WI-Milwaukee-1100 East Capital Drive, LLC.
3.374†	Limited Liability Company Agreement of WI-Milwaukee-1100 East Capital Drive, LLC.
4.1	Indenture, dated June 24, 2015, between Tribune Media Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Tribune Media Company, filed June 29, 2015).

II-24

Exhibit Number	Description
4.2	First Supplemental Indenture, dated June 24, 2015, between Tribune Media Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Tribune Media Company, filed June 29, 2015).
4.3	Second Supplemental Indenture, dated September 8, 2015, between Tribune Media Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed November 10, 2015).
4.4	Third Supplemental Indenture, dated October 8, 2015, between Tribune Media Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K of Tribune Media Company, filed February 29, 2016).
4.5	Form of 5.875% Senior Note due 2022 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Tribune Media Company, filed June 29, 2015, included in Exhibit 4.1 thereto).
4.6	Exchange and Registration Rights Agreement, dated June 24, 2015, between Tribune Media Company, the Subsidiary Guarantors party thereto, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Tribune Media Company, filed June 29, 2015).
5.1†	Opinion of Debevoise & Plimpton LLP.
5.2†	Opinion of Richards, Layton & Finger P.A.
5.3†	Opinion of Thompson Coburn LLP.
10.1	Transition Services Agreement, dated August 4, 2014, by and between Tribune Media Company and Tribune Publishing Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Tribune Publishing Company, filed August 7, 2014).
10.2	Tax Matters Agreement, dated as of August 4, 2014, by and between Tribune Media Company and Tribune Publishing Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Tribune Publishing Company, filed August 7, 2014).
10.3	Employee Matters Agreement, dated as of August 4, 2014, by and between Tribune Media Company and Tribune Publishing Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Tribune Publishing Company, filed August 7, 2014).
10.4	Registration Rights Agreement, dated as of December 31, 2012, among Tribune Company and Stockholders party thereto (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.5	Credit Agreement, dated as of December 27, 2013, among Tribune Company, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.6	Guaranty, dated as of December 27, 2013, made among Tribune Company, each of the subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.7	Security Agreement, dated as of December 27, 2013, among Tribune Company, each of the subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).

II-25

Exhibit Number	Description
10.8	Pledge Agreement, dated as of December 27, 2013, among Tribune Company, each of the subsidiaries party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.9	Warrant Agreement, dated as of December 31, 2012, between Tribune Company and Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.10§	Tribune Company 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.11§	Employment Agreement, dated June 18, 2013, between Tribune Company and Steven Berns (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.12§	Employment Agreement, dated November 20, 2013, between Tribune Company and Chandler Bigelow (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.13§	Employment Agreement, dated as of January 17, 2013, between Tribune Company and Edward Lazarus (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.14§	Employment Agreement, dated as of January 2, 2013, between Tribune Company and Peter Liguori (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.15§	Employment Agreement, dated as of February 12, 2013, between Tribune Company and Lawrence Wert (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form 10 of Tribune Media Company, filed September 22, 2014).
10.16§	Employment Agreement, dated July 27, 2014, between Tribune Company and John Batter (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K of Tribune Media Company, filed February 29, 2016).
10.17§	Amendment to the Employment Agreement, dated September 25, 2015, between Tribune Media Company and John Batter (incorporated by reference to the Annual Report on Form 10-K of Tribune Media Company, filed February 29, 2016).
10.18§	Form of Stock Option Agreement (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Tribune Media Company, filed March 6, 2015).
10.19§	Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Tribune Media Company, filed March 6, 2015).
10.20§	Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Tribune Media Company, filed March 6, 2015).
10.21§	Amendment to the Employment Agreement, dated April 3, 2015, between Tribune Media Company and Steven Berns (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).
10.22§	Amendment to the Employment Agreement, dated April 6, 2015, between Tribune Media Company and Chandler Bigelow (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).

II-26

Exhibit Number	Description
10.23§	Amendment to the Employment Agreement, dated April 3, 2015, between Tribune Media Company and Edward Lazarus (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).
10.24§	Amendment to the Employment Agreement, dated April 2, 2015, between Tribune Media Company and Peter Liguori (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).
10.25§	Amendment to the Employment Agreement, dated April 6, 2015, between Tribune Media Company and Lawrence Wert (incorporated by reference to Exhibit 10.15 to the Quarterly Report on Form 10-Q of Tribune Media Company, filed August 13, 2015).
10.26†	Amendment No. 1 to the Credit Agreement, dated June 24, 2015, between Tribune Media Company, the Guarantors party thereto and JPMorgan Chase Bank, N.A.
10.27§†	Amendment to the Employment Agreement, dated February 24, 2016, between Tribune Media Company and Peter Liguori.
10.28§†	Amendment to the Employment Agreement, dated February 24, 2016, between Tribune Media Company and Chandler Bigelow.
10.29§†	Amendment to the Employment Agreement, dated February 24, 2016, between Tribune Media Company and Edward Lazarus.
10.30§†	Form of Supplemental Perfomance Share Unit Agreement.
12.1†	Computation of Ratio of Earnings to Fixed Charges.
21.1†	List of Subsidiaries.
23.1†	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2†	Consent of Deloitte & Touche LLP (regarding Television Food Network, G.P.).
23.3†	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
23.4†	Consent of Richard, Layton & Finger P.A. (included in Exhibit 5.2).
23.5†	Consent of Thompson Coburn LLP (included in Exhibit 5.3).
24.1†	Powers of Attorney (included in the signature pages of this registration statement).
25.1†	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1.
99.1†	Form of Letter of Transmittal.
99.2†	Form of Notice of Guaranteed Delivery.
99.3†	Form of Instruction to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner.
101.INS†	XBRL Instance Document.
101.SCH†	XBRL Taxonomy Extension Schema.
101.CAL†	XBRL Taxonomy Extension Calculation Linkbase.
101.LAB†	XBRL Taxonomy Extension Label Linkbase.
101.PRE†	XBRL Taxonomy Extension Presentation Linkbase.
101.DEF†	XBRL Taxonomy Extension Definition Linkbase.

§ Constitutes a compensatory plan or arrangement.

† Filed herein.

II-27

ITEM 22. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE MEDIA COMPANY
By:	/s/ Peter Liguori
	Name: Peter Liguori
	Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Chandler Bigelow Chandler Bigelow	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ Bruce A. Karsh Bruce A. Karsh	Director and Chairman
/s/ Craig A. Jacobson Craig A. Jacobson	Director
/s/ Michael Kreger Michael Kreger	Director
/s/ Ross Levinsohn Ross Levinsohn	Director
/s/ Peter E. Murphy Peter E. Murphy	Director
/s/ Laura R. Walker Laura R. Walker	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

CASTTV INC.
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Financial Officer and Accounting Officer)
/s/ Edward Lazarus Edward Lazarus	Secretary and Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

FOXCO ACQUISITION FINANCE CORPORATION
FOXCO ACQUISITION SUB, LLC FOXCO ACQUISITION, LLC
KPLR, INC.
LOCAL TV, LLC
LOCAL TV HOLDINGS, INC.
TRIBUNE BROADCASTING KANSAS CITY, INC.
WDAF LICENSE, INC.
WDAF TELEVISION, INC.
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President and Director of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)
/s/ Edward Lazarus Edward Lazarus	Secretary and Director of each above named registrant
/s/ Peter Liguori Peter Liguori	Director of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

GRACENOTE, INC.
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Michael Novelly Michael Novelly	Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)
/s/ Edward Lazarus Edward Lazarus	Secretary and Director
/s/ Chandler Bigelow Chandler Bigelow	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

BASELINE ACQUISITIONS LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	Chief Executive Officer (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Financial Officer and Accounting Officer)

TRIBUNE MEDIA SERVICES, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

BASELINE, LLC
MEDIA BY NUMBERS, LLC
STUDIO SYSTEMS, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	Chief Executive Officer of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)

BASELINE ACQUISITIONS, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KSTU, LLC
KSTU LICENSE, LLC
KTVI, LLC
KTVI LICENSE, LLC
TRIBUNE BROADCASTING DENVER, LLC
TRIBUNE BROADCASTING DENVER LICENSE, LLC
WGHP, LLC
WGHP LICENSE, LLC
WITI LICENSE, LLC
WITI TELEVISION, LLC
WJW LICENSE, LLC
WJW TELEVISION, LLC
WTVR LICENSE, LLC
WTVR, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)

FOXCO ACQUISITION SUB, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

CHICAGOLAND TELEVISION NEWS, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President (Principal Executive Officer)
/s/ Robin Mulvaney Robin Mulvaney	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE BROADCASTING FORT SMITH, LLC
TRIBUNE BROADCASTING FORT SMITH LICENSE, LLC
TRIBUNE BROADCASTING NORFOLK, LLC
TRIBUNE BROADCASTING OKLAHOMA CITY, LLC
TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC
WHO LICENSE, LLC
WHO TELEVISION, LLC
WHNT, LLC
WHNT LICENSE, LLC
WNEP, LLC
WQAD, LLC
WQAD LICENSE, LLC
WREG, LLC
WREG LICENSE, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)

LOCAL TV FINANCE, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Financial Officer and Accounting Officer)

LOCAL TV, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE MEDIA SERVICES, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	Chief Executive Officer (Principal Executive Officer)
/s/ Michael Novelly Michael Novelly	Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE DIGITAL VENTURES, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE NATIONAL MARKETING COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Chandler Bigelow Chandler Bigelow	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Financial Officer and Accounting Officer)

TRIBUNE MANAGEMENT HOLDINGS, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

CLASSIFIED VENTURES HOLDCO, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Chandler Bigelow Chandler Bigelow	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Financial Officer and Accounting Officer)

TRIBUNE NATIONAL MARKETING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KDAF, LLC
KIAH, LLC
TRIBUNE BROADCASTING INDIANAPOLIS, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Daniel O’Sullivan Daniel O’Sullivan	Regional Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KRCW, LLC
KTXL, LLC
TRIBUNE BROADCASTING SEATTLE, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Sharon A. Silverman Sharon A. Silverman	Regional Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KSWB, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President (Principal Executive Officer)
/s/ Kim Thies Kim Thies	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KTLA, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Don Corsini Don Corsini	President (Principal Executive Officer)
/s/ Kim Thies Kim Thies	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

KWGN, LLC OAK BROOK PRODUCTIONS, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting and Financial Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

LOCAL TV AIRCRAFT, INC. LOCAL TV FINANCE CORPORATION
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Jack Rodden Jack Rodden	Assistant Treasurer of each above named registrant (Principal Executive Officer, Accounting Officer and Financial Officer)
/s/ Edward Lazarus Edward Lazarus	Director of each above named registrant
/s/ Peter Liguori Peter Liguori	Director of each above named registrant
/s/ Lawrence Wert Lawrence Wert	Director of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

LOCAL TV NORFOLK REAL ESTATE, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer and Financial Officer)

TRIBUNE BROADCASTING NORFOLK, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TOWER DISTRIBUTION COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President (Principal Executive Officer)
/s/ Victor Viola Victor Viola	Vice President, Finance (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

WGN CONTINENTAL BROADCASTING COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President (Principal Executive Officer)
/s/ Robin Mulvaney Robin Mulvaney	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TOWER (FN) CABLE VENTURES, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer and Financial Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE BROADCASTING HARTFORD, LLC WSFL, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Jennifer Dekarz Jennifer Dekarz	Regional Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE DIGITAL VENTURES, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ John Batter John Batter	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer and Financial Officer)

TRIBUNE MEDIA COMPANY (F/K/A TRIBUNE COMPANY)

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE ENTERTAINMENT COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Matthew Cherniss Matthew Cherniss	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting and Financial Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE MANAGEMENT HOLDINGS, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Chandler Bigelow Chandler Bigelow	President (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer and Financial Officer)

TRIBUNE MEDIA COMPANY (F/K/A TRIBUNE COMPANY)

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE REAL ESTATE HOLDINGS, LLC TRIBUNE REAL ESTATE HOLDINGS II, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Murray McQueen Murray McQueen	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer and Financial Officer)

TRIBUNE MEDIA COMPANY (F/K/A TRIBUNE COMPANY)

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE TELEVISION NEW ORLEANS, INC.
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President and Director (Principal Executive Officer)
/s/ Patricia G. Cazeaux Patricia G. Cazeaux	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)
/s/ Edward Lazarus Edward Lazarus	Secretary and Director
/s/ Peter Liguori Peter Liguori	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

WDCW, LLC WPHL, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Dan Mandler Dan Mandler	Regional Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

WPMT, LLC WXMI, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Lawrence Wert Lawrence Wert	President of each above named registrant (Principal Executive Officer)
/s/ Patricia G. Cazeaux Patricia G. Cazeaux	Regional Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

WPIX, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Richard Graziano Richard Graziano	President and General Manager (Principal Executive Officer)
/s/ Dan Mandler Dan Mandler	Regional Chief Financial Officer (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer (Principal Accounting Officer)

TRIBUNE BROADCASTING COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TOWERING T MUSIC PUBLISHING COMPANY, LLC
MAGIC T MUSIC PUBLISHING COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)

TRIBUNE ENTERTAINMENT COMPANY, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

TRIBUNE BROADCASTING COMPANY II, LLC
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Peter Liguori Peter Liguori	President and Chief Executive Officer of each above named registrant (Principal Executive Officer)
/s/ Michael Tuvell Michael Tuvell	Senior Vice President and Chief Financial Officer of each above named registrant (Principal Financial Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Accounting Officer)

TRIBUNE MEDIA COMPANY (F/K/A TRIBUNE COMPANY)

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized on March 24, 2016.

501 N. ORANGE HOLDCO, LLC

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

CA-4655 FRUITRIDGE ROAD, LLC

CA-LATS SOUTH, LLC

CA-OLYMPIC PLANT, LLC

CA-LOS ANGELES TIMES SQUARE, LLC

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

CO-DENVER-100 EAST SPEER BOULEVARD, LLC

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

CT-121 WAWARME AVENUE, LLC

CT-285 BROAD STREET, LLC

CT-WTIC, LLC

FL-633 NORTH ORANGE AVENUE, LLC

FL-DEERFIELD PLANT, LLC

FL-ORLANDO SENTINEL, LLC

IA-ALLEMAN POLK COUNTY, LLC

IA-DES MOINES-1801 GRAND AVENUE, LLC

IL-11201 FRANKLIN AVENUE, LLC

IL-16400 SOUTH 105TH COURT, LLC

IL-2501 WEST BRADLEY PLACE, LLC

IL-3249 NORTH KILPATRICK, LLC

IL-3722 VENTURA DRIVE, LLC

IL-720 ROHLWING ROAD, LLC

IL-777 WEST CHICAGO AVENUE, LLC

IL-HENRY COUNTY-RUSTIC HILL, LLC

IL-MOLINE-3003 PARK 16 STREET, LLC

IL-ORION-2880 NORTH 1100 AVENUE, LLC

IL-TRIBUNE TOWER, LLC

IN-2350 WESTLANE ROAD, LLC

IN-6910 NETWORK PLACE, LLC

IN-TRAFALGAR WTTV, LLC

IN-WINDFALL WTTV, LLC

MD-3400 CARLINS PARK DRIVE, LLC

MD-601 N. CALVERT, LLC

MD-NORTH CALVERT STREET, LLC

MI-3117 PLAZA DRIVE, LLC

MI-DAVIS ROAD, LLC
MO-KANSAS CITY-3020 SUMMIT STREET, LLC
MO-ST LOUIS-EMIL AVENUE, LLC
NC-HIGH POINT-2005 FRANCIS STREET, LLC
NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC
OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC
OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC
OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC
OR-10255 SW ARCTIC DRIVE, LLC
PA-2005 SOUTH QUEEN STREET, LLC
PA-5001 WYNNEFIELD AVENUE, LLC
PA-550 EAST ROCK ROAD, LLC
PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC
PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC
PA-MORNING CALL, LLC
PA-RANSOM, LLC
PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC
TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC
TREH CM MEMBER 2, LLC
TREH COSTA MESA, LLC
TX-7700 WESTPARK DRIVE, LLC
TX-8001 JOHN CARPENTER FREEWAY, LLC
UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC
VA-216 IRONBOUND ROAD, LLC
VA-NORFOLK-720 BOUSH STREET, LLC
VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC
VA-RICHMOND, LLC
VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC
WA-1813 WESTLAKE AVENUE, LLC
WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC
WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC
RIVERWALK HOLDCO, LLC
RIVERWALK HOLDCO II, LLC
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Secretary of each above named registrant

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edward Lazarus and Peter Liguori, jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on March 24, 2016 by the following persons in the capacities indicated.

Signature	Title
/s/ Murray M. McQueen Murray M. McQueen	President of each above named registrant (Principal Executive Officer)
/s/ Brian F. Litman Brian F. Litman	Assistant Treasurer of each above named registrant (Principal Financial Officer and Accounting Officer)

TRIBUNE REAL ESTATE HOLDINGS, LLC

/s/ Edward Lazarus Edward Lazarus Secretary Sole Member of each above named registrant

EX-3.4

Exhibit 3.4

CERTIFICATE OF FORMATION

OF

BASELINE ACQUISITIONS LLC

1. The name of the limited liability company shall be Baseline Acquisitions LLC.

2. The address of the limited liability company’s registered office in the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address shall be Corporation Service Company.

3. This Certificate of Formation shall be effective on October 7, 2011.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate this 7th day of October, 2011.

/s/ Kenneth A. Richieri
Name:	Kenneth A. Richieri
Title:	Secretary

EX-3.5

Exhibit 3.5

BASELINE ACQUISITIONS LLC

a Delaware Limited Liability Company

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Baseline Acquisitions LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 29, 2014, by Tribune Media Services, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, the Company was formed as a result of a conversion from a corporation to a limited liability company under the Delaware Limited Liability Company Act, as amended (the “Act”) on October 7, 2011 by The New York Times (“NYT”), as the then sole member and immediately thereafter, Project Hollywood, LLC (“Seller”) acquired all of the membership interests of NYT in the Company and, as such Project Hollywood became the sole member of the Company as of October 8, 2011;

WHEREAS, the Member and Seller entered into a Membership Interest Purchase Agreement (as the same may be amended, modified or supplemented, the “Purchase Agreement”), dated as of August 29, 2014 (the “Closing Date”), pursuant to which, on the Closing Date, the Member purchased all of the issued and outstanding membership interests of the Company (the “Transaction”) and, as of the Closing Date, became the sole member of the Company; and

WHEREAS, the Member desires to amend and restate the Restated Limited Liability Company Operating Agreement of the Company, dated as of October 8, 2011 (the “First Amended Agreement”), in its entirety and for the First Amended Agreement to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member hereby amends and restates the First Amended Agreement in its entirety, and agrees, as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company as a result of a conversion from a corporation to a limited liability company under and pursuant to the Act and the filing of a certificate of formation (the “Certificate of Formation”) with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Baseline Acquisitions LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, after giving effect to the Transaction, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.5 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

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ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

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ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights, shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification

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from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

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(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property, of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE MEDIA SERVICES, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

Second Amended and Restated Limited Liability Company Agreement of Baseline Acquisitions LLC

EX-3.6

Exhibit 3.6

CERTIFICATE OF FORMATION

OF

BASELINE, LLC

1. The name of the limited liability company shall be Baseline, LLC.

2. The address of the limited liability company’s registered office in the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address shall be Corporation Service Company.

3. This Certificate of Formation shall be effective on October 7, 2011.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate this 7th day of October, 2011.

/s/ Kenneth A. Richieri
Name:	Kenneth A. Richieri
Title:	Secretary

EX-3.7

Exhibit 3.7

BASELINE, LLC

a Delaware Limited Liability Company

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Baseline, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 29, 2014, by Baseline Acquisitions LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, on October 7, 2011, a Certificate of Formation (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, the Member desires to amend and restate the Operating Agreement of the Company, dated as of October 7, 2011 (the “Operating Agreement”), in its entirety and for the Operating Agreement to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member hereby amends and restates the Operating Agreement in its entirety, and agrees, as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Baseline, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to

engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

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2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.5 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such

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Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee,

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manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company

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(and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate,

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pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

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9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

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10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
BASELINE ACQUISITIONS LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

Amended and Restated Limited Liability Company Agreement of Baseline, LLC

EX-3.8

Exhibit 3.8

CERTIFICATE OF FORMATION

OF

CHICAGOLAND TELEVISION NEWS, LLC

This Certificate of Formation of Chicagoland Television News, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Chicagoland Television News, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.9

Exhibit 3.9

CHICAGOLAND TELEVISION NEWS, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Chicagoland Television News, LLC To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Chicagoland Television News, LLC

EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

CLASSIFIED VENTURES HOLDCO, LLC

This Certificate of Formation of Classified Ventures Holdco, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CLASSIFIED VENTURES HOLDCO, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.11

Exhibit 3.11

CLASSIFIED VENTURES HOLDCO, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Classified Ventures Holdco, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE NATIONAL MARKETING COMPANY, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	Assistant Treasurer

Limited Liability Company Agreement of Classified Ventures Holdco, LLC

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CASTTV INC.

CastTV Inc. (the “Corporation”), a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was February 26, 2007. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL, and amends and restates, in their entirety, the provisions of the Corporation’s Certificate of Incorporation.

The Corporation’s Certificate of Incorporation is hereby amended and restated so as to read in its entirety as follows:

1. Name. The name of the corporation is CastTV Inc. (the “Corporation”).

2. Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Nature of Business; Purpose. The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”).

4. Capital Stock.

A. Classes of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that this Corporation is authorized to issue is thirteen million two hundred thousand (13,200,000) shares. Ten million one hundred thousand (10,100,000) shares shall be Common Stock each with a par value of $0.001 per share, and three million one hundred thousand (3,100,000) shares shall be Preferred Stock, each with a par value of $0.001 per share.

B. Rights, Preferences and Restrictions of Preferred Stock. The Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The rights, preferences, privileges, and restrictions granted to and imposed on the Series A Preferred Stock, which series shall consist of three million one hundred thousand (3,100,000) shares (the “Series A Preferred Stock”), are as set forth below in this Article 4.B. Subject to compliance with applicable protective voting rights which have been or may be granted to the Preferred Stock or series thereof in this Corporation’s Certificate of incorporation (“Protective Provisions”), the Board of Directors is hereby authorized to fix and determine or alter the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions granted to or imposed upon and other matters relating to any wholly unissued class of shares or any wholly unissued series of any class of shares and the number of shares constituting any such class or series and the designation thereof, or of any of them. Subject to compliance with applicable Protective Provisions, the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions of any such additional series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote or written consent), or senior to any of those of any present or future class or series of Preferred Stock. Subject to compliance with applicable Protective Provisions, the Board of Directors is also authorized to increase or decrease the number of shares of any series, prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

5. Board of Directors.

A. General. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The number of directors constituting the Board of Directors shall be determined as set forth in the Bylaws of the Corporation.

B. Bylaws. The Board of Directors shall have power to make, alter, amend, rescind or repeal any or all of the Bylaws of the Corporation.

C. Written Ballot. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

6. Personal Liability. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended or any other law of the State of Delaware is adopted or amended to authorize corporate

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action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, or such other law of the State of Delaware. Any repeal or modification of the foregoing provisions of this Article 6 by the stockholders of the Corporation or adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 6 shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal, modification or adoption of any inconsistent provision.

7. Right to Indemnification.

A. Right to indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving, at the request of the Corporation, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article 7, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors. The Corporation hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Corporation’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Certificate of Incorporation, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which

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such Indemnified Person is entitled to indemnification from the Corporation; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

B. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article 7 or otherwise.

C. Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Article 7 is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the Corporation (and any undertaking required under Section B of this Article 7), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or non-officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Board of Directors.

E. Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) actually and reasonably

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incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

F. Non-Exclusivity of Rights. The rights conferred on any person by this Article 7 shall not be exclusive of any other rights which such person may have under the Certificate of Incorporation of the Corporation prior to the effectiveness of this Amended and Restated Certificate of Incorporation or have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

G. Other indemnification. Except as provided in Article 7.A, the Corporation’s obligation under the provisions of this Article 7, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Corporation’s satisfaction of its obligations under the provisions of this Article 7.

H. Insurance. The Board of Directors may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Corporation’s expense, insurance: (i) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers, employees and agents under the provisions of this Article 7; and (ii) to indemnify or insure directors, officers, employees and agents against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article 7.

I. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 7, or adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 7, shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

8. Amendment of the Certificate of Incorporation. Subject to Article 6 and Article 7, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of

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Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by law. Subject to Article 6 and Article 7, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors, officers or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article 8.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by John B. Kelleher, Jr., its President, this 20th day of November, 2012.

CASTTV INC.
By:	/s/ John B. Kelleher, Jr.
	Name:	John B. Kelleher, Jr.
	Title:	President

Amended and Restated Certificate of Incorporation of CastTV Inc.

CERTIFICATE OF CORRECTION

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CASTTV INC.

CastTV Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that:

1. The name of the Corporation is CastTV Inc.

2. The Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation was filed in the office of the Secretary of State of the State of Delaware on November 20, 2012 and said Certificate of Incorporation requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy to be corrected in the Certificate of Incorporation is as follows: Article 2 of the Certificate of Incorporation did not contain the postal code of the registered office of the Corporation as required by Section 131(c) of the General Corporation Law of the State of Delaware.

4. Article 2 of the Certificate of Incorporation is hereby corrected to read in its entirety as follows:

“2. Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Zip Code 19808. The name of its registered agent at such address is Corporation Service Company.”

IN WITNESS WHEREOF, CastTV Inc. has caused this Certificate of Correction to be executed this 20^th day of December 2013.

CASTTV INC.
By:	/s/ Edward Lazarus
	Name:	Edward Lazarus
	Title:	Secretary

EX-3.13

Exhibit 3.13

AMENDED AND RESTATED

BYLAWS

OF

CASTTV INC.

(a Delaware corporation)

(As amended and in effect as of November 20, 2012)

Article I - OFFICES

Section 1.01. Offices. CastTV Inc., a Delaware corporation (the “Corporation”), may have offices at such places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

Article II - MEETINGS OF STOCKHOLDERS

Section 2.01. Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), an annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors shall designate and as may be stated in the notice of the annual meeting. Stockholders may, unless the Amended and Restated Certificate of Incorporation of the Corporation (as it may be amended from time to time, the “Amended and Restated Certificate of Incorporation”) otherwise provides, act by written consent to elect directors.

Section 2.02. Special Meeting. Special meetings of the stockholders may be held upon call of a majority of the members of the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of stock of the Corporation entitled to vote thereat. The business transacted at a special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 2.03. Date, Time and Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, and on such date and at such time as the Board of Directors shall determine (or the Chairman of the Board in the absence of a designation by the Board of Directors).

Section 2.04. Notice of Meetings, Adjournment. Notice of the place, date and time of all meetings of the stockholders shall be given in accordance with this Section 2.04 and Article V, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise required by law.

When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in accordance with this Section 2.04 and Article V. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 2.05. Quorum. The holders of a majority of the votes entitled to be cast by the shares of outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Amended and Restated Certificate of Incorporation; provided that, if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the Amended and Restated Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders holding a majority of the votes entitled to be cast thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 2.04 and Article V to each stockholder of record entitled to vote at the meeting.

Section 2.06. Action by Consent. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take

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such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 2.06.

Section 2.07. Stockholders Entitled to Vote; Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is first sent (by mail, electronically or otherwise in accordance with these Bylaws) by the Corporation or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to express consent to any action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to any action in writing without a meeting is fixed by the Board of Directors,

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(i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.08. Order of Business at Annual Meetings. At all meetings of the stockholders, the Chairman of the Board, or, in the Chairman of the Board’s absence, the Chief Executive Officer, President, or, in the absence of all of the aforementioned officers, the most senior Vice President (in accordance with Section 6.08), shall act as chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business that is not a proper matter for stockholder action or not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, the opening and closing of the voting polls, the adjournment of the meeting and the appointment of one or more inspectors to act at the meeting.

Section 2.09. Proxies. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, including waiving any notice of any meeting, voting or participating at a meeting. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if and only so long as it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.10. Voting by Fiduciaries and Pledgors. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation such pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee or such pledgee’s proxy may represent said stock and vote thereon.

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Section 2.11. Method of Voting. The vote at any election or upon any question at any meeting of stockholders need not be by written ballot, except as required by law. Notwithstanding the immediately preceding sentence, the Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, including the provisions for the election of directors in Section 3.03 and the voting procedures set forth in Section 2.05 with respect to a separate class vote, all matters shall be determined by a majority of the votes entitled to be cast by the shares of stock present in person or by proxy at the meeting and entitled to vote thereon.

Section 2.12. Stockholders List. A complete list of stockholders entitled to vote at any meeting of stockholders, for each class or series of stock entitled to vote and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting, (i) on a reasonably accessible electronic network, provided that, the information required to access such list is provided with the notice of meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. The stockholders list shall also be kept at the place of the meeting during the whole time of the meeting and shall be open to the examination of any stockholder who is present and entitled to vote at such meeting. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares of each class or series held by each of them.

Article III - DIRECTORS

Section 3.01. Management of Business; Qualifications of Directors. The business of the Corporation shall be managed by or under the direction of a Board of Directors. Directors need not be stockholders or residents of the State of Delaware. All directors of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 3.02. Powers. In addition to the powers and authority expressly conferred upon the Board of Directors by law, the Board of Directors may exercise all the powers of the Corporation and do all such lawful acts and things as may be done by the Corporation which are not in violation of law, or required to be exercised or done by the stockholders under applicable law, the Amended and Restated Certificate of Incorporation or these Bylaws.

Section 3.03. Number; Election; Tenure. Except as may otherwise be provided in the Amended and Restated Certificate of Incorporation with respect to the rights of holders

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of any series of preferred stock of the Corporation, if any, to nominate and elect a specified number of directors in certain circumstances, the number of directors constituting the Board of Directors shall be the number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Except as otherwise provided by the Amended and Restated Certificate of Incorporation, at each annual meeting of stockholders, directors shall be elected and hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. The vote required for election of a director by the stockholders of the Corporation shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor of or against the election of a nominee at a meeting of stockholders. A majority of the votes cast in an election of directors shall mean that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election and, unless otherwise provided by law, shares not present, “broker nonvotes” and shares voting “abstain” or “abstentions” shall not be counted as a vote cast either “for” or “against” a director’s election for purposes of determining whether a nominee for director has received a majority of the votes cast. An election shall be considered contested if as of the record date for voting there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting. In a contested election, directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall immediately tender his or her resignation, and the Board of Directors, excluding the nominee in question, shall decide whether to accept the resignation at the first regularly scheduled meeting of the Board of Directors following such meeting of stockholders.

Section 3.04. Nomination of Directors. Subject to any limitations stated in the Amended and Restated Certificate of Incorporation, and except as may otherwise be provided in the Amended and Restated Certificate of Incorporation with respect to the holders of preferred stock of the Corporation, if any, to nominate and elect a specified number of directors in certain circumstances, nominations for the election of directors may only be made by the Board of Directors or the applicable committee of the Board of Directors established in accordance with Section 4.08, as appropriate, or by any stockholder entitled to vote in the election of directors who complies with the notice procedures set forth in Section 2.08.

Section 3.05. Removal. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote in the election of directors of the Corporation generally, voting together as a single class, and the vacancies thus created may be filled in accordance with Section 3.06.

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Section 3.06. Vacancies and Increases. Except as otherwise provided by the Amended and Restated Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the new directorship or the vacancy and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with the DGCL. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.07. Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, following receipt of notice of the resignation in accordance with this Section 3.07, the Board of Directors may, in accordance with Section 3.06, elect a successor to take office when the resignation becomes effective.

Section 3.08. Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

Article IV - MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01. Meeting of Newly Elected Board of Directors. The newly elected Board of Directors may meet at the place of the meeting at which such newly elected Board of Directors was elected, for the purpose of organization or otherwise, and no notice of such meeting to the newly elected directors shall be necessary in order to validly constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as may be fixed by the consent in writing of all of the newly elected directors, or upon notice as provided in Section 4.05, or without notice as provided in Section 5.02.

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Section 4.02. Meetings. Regular meetings of the Board of Directors may be held at such times as shall from time to time be determined by the Board of Directors by resolution or otherwise. Special meetings of the Board of Directors shall be held only when called by the Chairman of the Board, Chief Executive Officer, President or any two directors.

Section 4.03. Place of Meetings. Except as otherwise provided in Section 4.01, meetings of the Board of Directors may be held at such place within or without the State of Delaware as shall be stated in the notice of meeting or waiver thereof or, in the case of a regular meeting of the Board of Directors, as determined by the Board of Directors by resolution or otherwise. Any member or members of the Board of Directors or of any committee may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 4.04. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Amended and Restated Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, then a majority of the directors present may adjourn the meeting from time to time to another date, place or time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.05. Board of Directors’ Notices. At least forty-eight hours’ notice of each special meeting of the Board of Directors, stating the place, date and time for the meeting, shall be given to each director, by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, by courier such as UPS, FedEx or Airborne Express, by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail, or other electronic transmission or other similar means of transmission or by personal communication either over the telephone or otherwise, except as otherwise provided in Section 5.02. Any such notice shall be addressed, where applicable, to such director at his or her last known address as the same appears on the books of the Corporation. Notice of a meeting of the Board of Directors need not state the purpose or purposes thereof and shall be deemed given (i) when received by the director in the case of hand delivery or personal communication over the telephone or otherwise, (ii) three business days after depositing such notice in the mail in the case of delivery by mail, (iii) one business day after depositing such notice with a courier such as UPS, FedEx or Airborne Express (specifying next business day delivery) or (iv) when sent in the case of delivery by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail or other similar means of transmission. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.

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Section 4.06. Director Action Without a Meeting. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing (which may be by facsimile, telecopy, electronic mail or other electronic transmission), and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 4.07. Compensation and Expenses. Directors may receive such compensation and expenses, including such compensation and expenses for attendance at meetings of the Board of Directors or any committee established in accordance with Section 4.08, as may be determined from time to time by the Board of Directors, provided that, nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 4.08. Committees. The Corporation hereby elects to be governed by Section 141(c)(2) of the DGCL. The Board of Directors may designate one or more committees, each consisting of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified members. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Unless the Board of Directors or such committee shall provide, the regular and special meetings of any such committee shall be governed by the provisions of this Article IV applicable to meetings and actions of the Board of Directors.

Article V - NOTICES

Section 5.01. Manner of Notices. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, whenever notice is required to be given to any stockholder, director or member of any committee of the Board of Directors, such notice may be given by (i) personal delivery, (ii) depositing it, in a sealed envelope, in the United States mails, first class postage prepaid, addressed, (iii) delivering to a company for overnight or second day mail or delivery, (iv) delivering it to a telegraph company, charges prepaid, for transmission, or by transmitting it via telecopier

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or (v) any other reliable means permitted by applicable law (including, subject to this Section 5.01, electronic transmission) to such stockholder, director or member, either at the address of such stockholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these Bylaws.

Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation and shall also be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary, if any, of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these Bylaws shall be deemed given: (A) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (C) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; or (D) if by another form of electronic transmission, when directed to the stockholder.

Section 5.02. Waivers. Whenever any notice is required to be given under applicable requirements of law or pursuant to the Amended and Restated Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent thereto. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance by a director or stockholder at a meeting shall constitute a waiver of notice of such meeting except when the director or stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Article VI - OFFICERS

Section 6.01. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, Secretary and Treasurer. The Board of Directors may

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elect a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. The Board of Directors at its first meeting and after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide. The officers of the Corporation may sign certificates of shares for the Corporation as may be directed by the Board of Directors in accordance with Section 7.01. All officers of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 6.02. Term; Removal; Vacancy. Each officer of the Corporation shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors with or without cause. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 6.03. The Chairman of the Board. The Chairman of the Board, if there be a Chairman of the Board, shall preside at all meetings of the stockholders, of the Board of Directors and of the executive committee, if any, and shall have such other powers and duties as the Board of Directors may from time to time prescribe. The Chairman of the Board may execute contracts in the name of the Corporation and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 6.04. The Chief Executive Officer. The Chief Executive Officer of the Corporation, if any, shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders, of the Board of Directors and of the executive committee, if any, and shall designate the acting Secretary for such meetings to take the minutes thereof for delivery to the Secretary. The Chief Executive Officer may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of Chief Executive Officer.

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Section 6.05. The Chief Operating Officer. The Chief Operating Officer, if any, shall exercise all the powers and perform the duties of the office of the chief operating officer and in general have overall supervision of the operations of the Corporation. The Chief Operating Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

Section 6.06. The Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

Section 6.07. The President. The President along with the Chief Executive Officer, if any, of the Corporation shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. The President may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of President. In the absence of the Chief Executive Officer or in the event of such person’s inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

Section 6.08. The Vice Presidents. In the absence of the Chief Executive Officer or President or in the event of such persons’ inability or refusal to act, the Vice President, if there be any (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the Chief Executive Officer or President, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer or President, as the case may be. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.09. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The

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Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chief Executive Officer or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

Section 6.10. The Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event the Secretary is not able or refuses to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.11. The Treasurer. The Treasurer shall have custody of the corporate funds and securities of the Corporation. The Treasurer shall deposit all monies and valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors or the Chief Financial Officer. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer, the President, the Chief Financial Officer or the Board of Directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer.

Section 6.12. The Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event the Treasurer is not able or refuses to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Article VII - CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 7.01. Stock Certificates. The shares of stock of the Corporation may be represented by certificates; provided that, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. The certificates for shares of stock shall be in such form as the Board of Directors may from time to time prescribe.

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To the extent shares are represented by a certificate, the certificate of stock shall be signed by such officer or officers of the Corporation as may be permitted by law to sign (which signatures may be facsimiles), and shall be countersigned and registered in such manner, all as the Board of Directors may by resolution prescribe. In case any officer or officers who shall have signed or whose facsimile signature or signatures has been placed on a certificate shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been issued by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 7.02. Book-Entry Shares. Shares of the Corporation’s stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation or through a depositary (such as The Depository Trust Company). Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

Section 7.03. Transfer Agents; Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies or other qualified institutions to act as transfer agents or registrars of the stock of the Corporation. Any such bank, trust company or other qualified institution appointed to act as transfer agent or registrar of the stock of the Corporation shall transfer stock of the Corporation in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

Section 7.04. Lost Certificates. No uncertificated shares or no certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

Section 7.05. Additional Rules and Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient, and not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. All references to stock or shares in these Bylaws shall refer to either stock or shares represented by certificates or uncertificated stock, and no such reference shall be construed to require certificated shares or to grant additional or different rights or obligations as between the holders of certificated and uncertificated stock of the Corporation.

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Article VIII - MISCELLANEOUS

Section 8.01. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or any Vice President, or any other officer of the Corporation authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equity holders or with respect to any action of stockholders or equity holders of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities or voting interests, and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities or voting interests in such other corporation, limited liability company, partnership or entity, and to dispose of such securities.

Section 8.02. Checks and Notes. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors.

Section 8.03. Bank Deposits and Check Authorization. The funds of the Corporation shall be deposited to its credit in such banks, trust companies or other financial institutions as may be determined from time to time by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, if any, or any Vice President and the Secretary of the Corporation, evidenced by joint written action. By such joint written action, filed with the minutes of the Board of Directors, the Chairman of the Board, President, Chief Financial Officer, if any, or any Vice President together with the Secretary may authorize (i) the opening of one or more deposit accounts at any such institution and (ii) the designation of, or a change in the designation of, the officers or employees upon whose signature checks may be written or funds withdrawn on any Corporation account at any such institution, provided that, the signature of one person other than the Chairman of the Board, President or any Vice President and Secretary shall be required therefor. By the adoption of this Section 8.03, the Board of Directors adopts the form of any resolution or resolutions requested by or acceptable to any financial institution in connection with the foregoing actions, provided that, the Secretary of the Corporation (A) believes that the adoption of such resolution or resolutions is necessary or advisable and (B) files such resolution or resolutions with the minutes of the Board of Directors.

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Section 8.04. Inspection of Books. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation. The Board of Directors shall have power to keep the books, documents and accounts of the Corporation outside of the State of Delaware, except as otherwise expressly provided by law.

Section 8.05. Corporate Seal. The Board of Directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation.

Section 8.06. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. In the absence of such determination, the fiscal year of the Corporation shall begin on the first Monday after the last Sunday in December each year and end on the last Sunday in the following December.

Section 8.07. Section Headings. The headings of the Articles and Sections of these Bylaws are inserted for convenience or reference only and shall not be deemed to be a part thereof or used in the construction or interpretation thereof.

Article IX - AMENDMENTS

These Bylaws may be amended, altered, or repealed and new bylaws adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at any annual or special meeting thereof, or at any meeting of the Board of Directors by a majority vote; provided, however, the affirmative vote of at least 66-2/3% of the entire Board of Directors shall be required to amend, alter or repeal Section 3.03 or this proviso of this Article IX.

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EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

FOXCO ACQUISITION, LLC

This Certificate of Formation of FoxCo Acquisition, LLC (the “Company”) dated as of December 13, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is FoxCo Acquisition, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.15

Exhibit 3.15

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FOXCO ACQUISITION, LLC

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

In consideration of the mutual agreements contained herein, the Member hereto, intending to be legally bound, hereby agrees as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Member. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of capital stock, by contract or otherwise.

“Agreement” shall mean this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended from time to time, as the context requires. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Company” has the meaning specified in the first paragraph hereof.

“Company Law” means the Delaware Limited Liability Company Act, as in effect from time to time.

“Fiscal Year” means the fiscal year of the Company, which shall be the calendar year.

“Interest” of the Member means its entire ownership interest in the Company.

“Member” has the meaning specified in the preamble of this Agreement.

ARTICLE 2

THE COMPANY AND ITS BUSINESS

2.1. Formation. The Company was formed on December 13, 2007 as a limited liability company under the Company Law.

2.2. Firm Name. The name of the Company shall be “FoxCo Acquisition, LLC” but the Member may change the name of the Company at any time and from time to time.

2.3. Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Company Law and to engage in any and all activities necessary or incidental thereto.

2.4. Principal Office. The principal office of the Company shall be located at 201 Main Street, Suite 1620, Fort Worth, Texas 76102, or any other or additional places of business that may be selected from time to time by the Member.

2.5. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware shall be c/o Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent of the Company for service of process within the State of Delaware shall be Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. At any time, the Member may designate another registered agent and/or registered office.

2.6. Qualification. Prior to conducting any business in any jurisdiction, the Member shall cause the Company to comply with all requirements for the qualification of the Company to conduct business as a limited liability company in such jurisdiction.

2.7. Term. The term of the Company shall continue until the Company is dissolved in accordance with the Company Law.

2.8. Authorized Person. Matthew A. Block has been designated as an authorized person, within the meaning of the Company Law, to execute, deliver and file the Certificate of Formation of the Company.

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ARTICLE 3

MANAGEMENT; EXCULPATION AND INDEMNIFICATION

3.1. Management and Control of the Company Generally. The business and affairs of the Company shall be managed, operated and controlled by or under the direction of the Board of Directors of the Company (the “Company Board”). The Company Board shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company.

3.2. Powers of the Company Board. The Company Board shall have the right, power and authority, in the management of the business and the affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, as may be deemed by the Company Board to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. The power and authority of the Company Board shall include the power and authority to do the following with respect to the Company in its sole and absolute discretion:

(a) to cause the Company to employ and engage agents, employees, advisers, consultants and counsel (including any custodian, investment banker, accountant, attorney, corporate fiduciary, bank or other financial institution, or any other agents, employees or Persons who may serve in such capacity for the Company Board) and to designate, in the sole discretion of the Company Board, any employees or agents as officers of the Company, each of whom shall serve at the pleasure of the Company Board, to carry out any activities that the Company Board is authorized or required to carry out under this Agreement, as and to the extent authorized by the Company Board, including to represent the Company in its dealings with third parties, to execute any kind of document or contract on behalf of the Company, to propose, approve or disapprove of or take action for and on behalf of the Company with respect to the operations of the Company, or to undertake some or all of the general management, financial accounting and record keeping or other duties of the Company Board;

(b) to admit additional Persons as members to the Company, to issue membership interests to such Persons or existing members to the Company;

(c) to terminate the employment of any employee of the Company, with or without cause, at any time;

(d) to make all decisions regarding the incurrence and payment of Expenses;

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(e) to establish and maintain reserves for current or future Expenses and other liabilities of the Company (including contingent liabilities, known or unknown);

(f) to cause the Company to borrow money or to obtain credit from banks, other lending institutions or any other Person, including the Member and their Affiliates, and pursuant to loan agreements or any other type of instrument, for any purpose of the Company;

(g) to cause (i) a sale or other disposition of any portion of the Company’s business or assets or (ii) the Company to enter into any joint venture or company arrangement, or any merger, consolidation or other business combination of the Company with any Person;

(h) to acquire, own, lease, sublease, manage, hold, deal in, control or dispose of any interests or right in personal property or real property;

(i) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(j) to cause the Company to sue, file complaints and defend and participate in administrative or other proceedings, in its name;

(k) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease of any assets of the Company in the name of the Company;

(l) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company;

(m) to make, execute, assign, acknowledge and file on behalf of the Company any and all documents or instruments of any kind which the Company Board may deem necessary or appropriate in carrying out the purposes and business of the Company; and any Person dealing with the Company Board shall not be required to determine or inquire into its authority or power to bind the Company or to execute, acknowledge or deliver any and all documents in connection therewith;

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(n) to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Company, and to secure any of the obligations, contracts or liabilities of the Company, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Company;

(o) to invest funds of the Company;

(p) to qualify the Company to do business in any state, territory, dependency or foreign country; and

(q) to possess and exercise all other rights and powers incidental to any of the foregoing or to the management of the business and the affairs of the Company.

3.3. The Company Board.

(a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Member, and each director elected shall hold office until his successor is elected and qualified.

(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be appointed the Member.

(c) Unless otherwise provided in the Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in Section 3.3(b).

3.4. Meetings of the Company Board.

(a) The Company Board shall hold regular meetings at such times and places as shall be deemed appropriate by the Chairman or a majority of the Directors. Any Director unable to attend in person for any reason may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. Special meetings of the Company Board maybe called at any time by any Director.

(b) Unless waived by all of the Directors in writing (before or after a meeting), prior written notice, either personally, by facsimile or by U.S. mail, of any meeting of the Company Board shall be given to each Director at least two (2) Business Days before the date of such meeting, which notice shall specify the purpose of the meeting. Notice of any meeting need not be given to any Director who shall agree, either before or after such meeting, to a waiver of notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.

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3.5. Committees of the Company Board. The Company Board may establish (a) an audit committee, which shall be responsible for (i) reviewing the Company’s accounting practices, (ii) recommending to the Company Board the engagement of the Company’s or any of its subsidiaries’ independent public accountants and (iii) performing such functions as are customarily performed by an audit committee, (b) a compensation committee, which shall be responsible for (i) determining the compensation and benefits of the executive officers of the Company, (ii) establishing and administering any compensation or bonus program offered by the Company or any of its subsidiaries and (iii) performing such functions as are customarily performed by a compensation committee and (c) any other committees as it deems necessary or appropriate. Each such committee shall exercise those powers of the Company Board delegated to it by the Company Board.

3.6. Quorum; Voting. At all meetings of the Company Board a majority of the Directors shall constitute a quorum for the transaction of business and any act of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Company Board, except as may be otherwise specifically provided by statute or by the Certificate of Formation. If a quorum is not present at any meeting of the Company Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.7. Procedural Matters of the Company Board.

(a) Directors may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Company Board may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the actions is signed by a majority of the Directors. A written consent delivered pursuant to this Section 3.7(a) shall be filed with the minutes of the proceedings of the Company Board.

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(c) The Company Board shall cause to be kept a book of minutes of all of its actions by written consent and in which there shall be recorded with respect to each meeting of the Company Board the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.

(d) The Chairman of the Company Board (the “Chairman”) shall be elected by the Company Board and shall preside over such meeting, or, if the Chairman is unable to attend or participate in such meeting, at each meeting of the Company Board, a majority of the Directors present shall appoint any Director to preside at such meeting. The initial Chairman shall be Benjamin Diesbach. The Secretary of the Company shall act as secretary at each meeting of the Company Board. In case the Secretary shall be absent from any meeting of the Company Board, any Assistant Secretary of the Company shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any Person to act as secretary of the meeting.

3.8. WAIVER OF FIDUCIARY DUTIES OF THE DIRECTORS. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE THAT PURSUANT TO THE AUTHORITY OF SECTIONS 18-ll-01(c)-(e) OF THE DELAWARE ACT, THE PARTIES HERETO HEREBY ELIMINATE ANY AND ALL FIDUCIARY DUTIES A DIRECTOR MAY HAVE TO SUCH PARTIES AND HEREBY AGREE THAT THE DIRECTORS SHALL HAVE NO FIDUCIARY DUTY TO THE COMPANY OR MEMBER OR OTHER PARTY TO THIS AGREEMENT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT ELIMINATE THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING, TO THE EXTENT SUCH COVENANTS ARE NOT W AIV ABLE UNDER SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT. In furtherance of the foregoing, the parties hereto hereby agree that, (a) each Director is permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company, and in related businesses other than through the Company (an “Other Business”), and have and may develop a strategic relationship with businesses that are and may be competitive with the Company, (b) no Director will be prohibited by virtue of its investment in the Company, if any, from pursuing and engaging in any such activities, (c) no Director will be obligated to inform the Company or the Member of any such opportunity, relationship or investment, (d) the involvement of a Director in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company, and (e) no Director shall have any duty or obligation to bring any “corporate opportunity” to the Company, regardless of whether such opportunity is, from its nature, in the line of the Company’s business, is of practical advantage to the Company or is one that the Company is financially able to undertake.

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3.9. Officers.

(a) The officers of the Company shall be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Vice President, Secretary and Assistant Secretary and such other officers as shall from time to time be elected or appointed by the Company Board. Unless such officer’s term expires earlier as a result of such officer’s death, resignation or removal, each such officer shall hold the offices indicated thereon for a term expiring on the later to occur of the first meeting of the Company Board or the date upon which such officer’s successor is elected and qualified.

(b) All of the officers of the Company shall report to, and be subject to the direction and control of, the Company Board and shall have such authority to perform such duties relating to the management of the Company as designated by the Company Board or as may be provided in this Agreement.

(c) Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Company Board may from time to time designate.

(d) President. The President shall, subject to the direction of the Company Board and the Chief Executive Officer, have general supervision over the business of the Company and other duties incident to the office of President, and any other duties as may from time to time be assigned to the President by the Company Board. If there is no Chairman, the President shall preside, when present, at all meetings of stockholders and the Company Board.

(e) Vice Presidents. Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents) and Assistant Vice Presidents shall have such powers and perform such duties that may from time to time be assigned by the President or the Company Board.

(f) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Company Board, record all the proceedings of the meetings of the Company Board in a book to be kept for that purpose and perform like duties for committees of the Company Board, when required. In the absence of the Secretary from any such meeting, an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall give, or cause to be given, notice of all special meetings of the Company Board and perform such other duties as may be prescribed by the Company Board or by the President. The Secretary or an Assistant Secretary may also attest all instruments signed

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by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Company relating to its organization and management, see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Company Board or the President.

(g) Chief Financial Officer. The Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company, receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Company Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Company Board and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Company, have the right to require from time to time reports or statements giving such information as the Chief Financial Officer may desire with respect to any and all financial transactions of the Company from the officers or agents transacting the same, render to the President or the Company Board, whenever the President or the Company Board shall require the Chief Financial Officer so to do, an account of the financial condition of the Company and of all financial transactions of the Company, disburse the funds of the Company as ordered by the Company Board and, in general, perform all duties incident to the office of Chief Financial Officer of a company and such other duties as may from time to time be assigned to the Chief Financial Officer by the Company Board or the President.

(h) Chief Operating Officer. The Chief Operating Officer, if one is elected, shall be the chief operating officer of the Company and shall be subject to the control of the Chief Executive Officer and the Company Board. The Chief Operating Officer shall perform all duties incident to the office of Chief Operating Officer that are not inconsistent with the express terms of this Agreement and all such other duties as may from time to time be assigned to him by the Chief Executive Officer or the Company Board or the President.

(i) The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Company Board, are agents of the Company for the purpose of operating the business of the Company, and the actions of the officers taken in accordance with such powers shall bind the Company.

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(j) Any Person dealing with the Company may rely upon a certificate signed by an appropriate officer as to:

(i) the identity of the Member or any officer;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the officer or in any other manner germane to the affairs of the Company;

(iii) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

3.10. Exculpation and Indemnification.

(a) Exculpation. An Exculpated Person shall not be liable, in damages or otherwise, to the Company or the Member for any act performed or omitted by an Exculpated Person arising out of or in connection with this Agreement, the Company’s operations or affairs, except if such act or omission constitutes willful misconduct or fraud.

(b) Indemnification. The Company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless each Indemnified Person, who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company or otherwise, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such Indemnified Person is the Member, Affiliate, Director, officer, employee or agent of the Company, or that such Indemnified Person is or was serving at the request of the Company as a partner, member, director, officer, trustee, employee or agent of another Person, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Indemnified Person if a judgment or other final adjudication adverse to such Indemnified Person establishes that his or her acts constituted willful misconduct or fraud. An Indemnified Person shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such Indemnified Person pursuant to such advice shall in no event constitute willful misconduct or fraud.

(c) Expenses. Expenses incurred by an Indemnified Person in defense or settlement of any claim or liability that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof, at the election of the Company, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be finally judicially determined that the Indemnified Person is not entitled to be indemnified hereunder.

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(d) Non-Exclusivity. The indemnification provided by this Section 3.10 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Company Board or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 3.10 shall continue as to an Indemnified Person who has ceased to be a member of the Company, officer, employee or agent (or other Person indemnified hereunder) and shall inure to the benefit of the successors, assigns, executors, administrators, legatees and distributees of such Person.

(e) Survival. The provisions of this Section 3.10 shall be a contract between the Company or the Member, as the case may be, on the one hand, and each Indemnified Person who served in such capacity at any time while this Section 3.10 is in effect, on the other hand, pursuant to which the Company, the Member and each such Indemnified Person intend to be legally bound. No repeal or modification of this Section 3.10 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. The provisions of this Section 3.10 shall survive the dissolution, liquidation and termination of the Company, as well as the termination, dissolution, liquidation or insolvency of any Indemnified Person entitled to exculpation or indemnification hereunder.

ARTICLE 4

RIGHTS AND DUTIES OF THE MEMBER

4.1. Duties and Activities of the Member. The Member agrees to devote such time and attention to the business of the Company as may be required for the efficient conduct thereof.

4.2. Liability and Indemnification.

(a) Liability. Neither the Member nor any of its Affiliates, nor any officer, director, member, partner, employee, stockholder or agent of any such persons, or any other person who performs services at the request of the Member on behalf of the Company as an officer, director, partner, employee or agent of any other person (each a “protected person”) shall be liable to the Company for any action taken or omitted to be taken by it or by any other person with respect to the Company, except in the case of its own gross negligence, willful misconduct or fraud. Any protected person may consult with legal counsel and accountants with respect to the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accord with the opinion or advice of such counsel or accountants, provided they shall have been selected in good faith.

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(b) Indemnification. To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend the Member, its Affiliates, the members, partners, stockholders, directors, officers, employees and agents of any of the foregoing, and any other person who serves at the request of the Member on behalf of the Company as an officer, director, member, partner, employee or agent of any other entity (collectively, the “Indemnitees”) against any losses, claims, damages, liabilities or expenses, including, without limitation, legal or other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claim (collectively, “Liabilities”), to which any Indemnitee may become subject (a) by reason of any act or omission (even if negligent) performed or omitted to be performed on behalf of the Company, or (b) by reason of any other act or omission arising out of or in connection with the Company, unless, in each case, such Liability results from such Indemnitee’s own gross negligence, wilful misconduct or fraud. The Company shall promptly reimburse each Indemnitee for legal or other expenses as incurred by each Indemnitee in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liability for which the Indemnitee may be indemnified pursuant to this Section 4.2(b ). The provisions of this Section 4.2(b) shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a partner, employee or agent of the Company, or any Affiliate.

ARTICLE 5

BOOKS AND RECORDS

5.1. Books of Account. The Member shall keep or cause to be kept true and complete books of account. The accounts of the Company shall be kept in accordance with generally accepted accounting principles applicable to the Company, except as otherwise provided herein.

ARTICLE 6

CAPITAL CONTRIBUTIONS

6.1. Member’s Capital Contribution. The Member may make capital contributions to the Company from time to time.

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ARTICLE 7

DISTRIBUTIONS

7.1. Distributions. Distributions shall be made at such time and in such amounts as may be determined by the Member.

7.2. Form of Distributions. Any distribution made pursuant to this Agreement may be made in cash or in kind.

ARTICLE 8

TERMINATION OF COMPANY; LIQUIDATION AND DISTRIBUTION OF ASSETS

8.1. Dissolution.

(a) The Company shall dissolve only in accordance with the Company Law.

(b) The Member shall cause the Certificate of Formation of the Company to be canceled when the Company is dissolved. The Member at the time of dissolution shall execute such documents as necessary or desirable to cause the complete dissolution of the Company. The retirement, withdrawal, death, bankruptcy, dissolution or adjudication of incompetency of the Member shall cause a dissolution of the Company.

ARTICLE 9

MISCELLANEOUS

9.1. Effect of Certain Provisions of the Company Law. Except to the extent provided for herein the Member shall act as “manager” (as defined in the Company Law) throughout the term of the Company, and no elections or further designations of a manager or a managing member of the Company shall be held or made.

9.2. Further Assurances. The Member agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as, in the opinion of the Member, may be necessary or advisable to carry out the intents and purposes of this Agreement.

9.3. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be effective (a) when transmitted by

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telecopy (with an acknowledgment of receipt) or personally delivered on a business day during normal business hours, (b) on the business day following the date of dispatch by overnight courier or (c) on the fifth business day following the date of mailing by registered or certified mail, return receipt requested, in each case addressed to the Company or the Members at the address of the Members set forth in Section 2.4.

9.4. Amendments. Amendments may be made to this Agreement from time to time by the Member.

9.5. Severability. In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.6. Headings and Captions. All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement.

9.7. Variation of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person may require.

9.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.9. Entire Agreement. This Agreement supersedes all prior agreements among other parties with respect to the subject matter hereof and contains the entire agreement with respect to such subject matter.

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IN WITNESS WHEREOF, the undersigned hereto has duly executed this Agreement and agreed to be bound by the terms hereof.

OAK HILL CAPITAL PARTNERS III, L.P.
By:	OHCP GenPar III, L.P.,
	its general partner
By:	OHCP MOP PARTNERS III, L.P.,
	its general partner
By:	OHCP MOP III, Ltd.
	its general partner
By:	/s/ Kevin G. Levy
	Name:	Kevin G. Levy
	Title:	Vice President

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EX-3.16

Exhibit 3.16

CERTIFICATE OF INCORPORATION

OF FOXCO ACQUISITION FINANCE

CORPORATION

FIRST. The name of the corporation is FoxCo Acquisition Finance Corporation (the “Corporation”).

SECOND. The Corporation’s registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent in charge thereof is Corporation Service Company.

THIRD. The purpose or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of the State Delaware,

FOURTH. The amount of the total authorized capital stock of the Corporation shall be one hundred (100) shares of voting common stock, with a par value of $0.01 per share.

FIFTH. The name and mailing address of the incorporator are as follows:

Alan Kan

Six Concourse Parkway

Suite 1800

Atlanta, GA 30328

SIXTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation shall have the following powers:

(a) To adopt, and to alter or amend, the Bylaws, and to fix the amount to be reserved as working capital; and

(b) With the consent in writing or pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, to dispose of, in any manner, all or substantially all of the property of this Corporation.

SEVENTH. The stockholders and directors shall have the power to hold their meetings and keep the books, documents and papers of the Corporation within or outside the State of Delaware and at such place or places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise required by the laws of the State of Delaware.

EIGHTH. The objects, purposes and powers specified in any clause or paragraph of this Certificate of Incorporation shall be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of this Certificate of Incorporation.

The objects, purposes and powers in each of the clauses and paragraphs of this Certificate of Incorporation shall be regarded as independent objects, purposes and powers. The objects, purposes and powers specified in this Certificate of Incorporation are in furtherance and not in limitation of the objects, purposes and powers conferred by statute.

NINTH. The Corporation shall have the power to indemnify its officers, directors, employees and agents, and such other persons as may be designated as set forth in the Bylaws, to the full extent permitted by the laws of the State of Delaware. A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that the liability of a director (1) for any breach of the director’s loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit, shall not be eliminated or limited hereby.

TENTH. The Corporation shall have perpetual existence.

The undersigned, Alan Kan, for the purpose of forming a corporation under the laws of the State of Delaware, does hereby make, file and record this Certificate of Incorporation and does hereby certify that the facts herein stated are true, and has accordingly hereunto set his hand and seal.

/s/ Alan Kan

Alan Kan, Incorporator

Date: May 21, 2008

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EX-3.17

Exhibit 3.17

BYLAWS

OF

FOXCO ACQUISITION FINANCE CORPORATION

ARTICLE I

OFFICES

Section 1. The registered office of the corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware and the United States as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware or the United States, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware or the United States, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of the stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. At the annual meeting, the stockholders shall elect the Board of Directors and shall transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be called by the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such requests shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called and shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 6. Business transacted at any special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice, unless the holders of a majority of the issued and outstanding shares entitled to vote otherwise consent thereto either at the special meeting or in writing executed prior to the meeting.

Section 7. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every annual or special meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination by any stockholder for any purpose germane to the meeting during ordinary business hours, and for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held (which place shall be specified in the notice of the meeting) or (if not so specified) at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting.

Section 8. The holders of a majority of the issued and outstanding shares entitled to vote thereat, who are present in person or represented by proxy at the meeting, shall constitute a quorum at all annual and special meetings of the stockholders for the transaction of business, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally described in the notice to the stockholders. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any annual or special meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the meeting shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute, the Certificate of Incorporation or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, each stockholder shall at every annual or special meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after a period of three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock of the corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such consent shall be filed with the Secretary of the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors that constitutes the Board of Directors shall be at least one (1) and not more than ten (10). The first Board of Directors shall initially consist of the number of directors as shall be specified at the organizational meeting of the corporation or in the statement of the incorporator in lieu thereof. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors, by the stockholders at the annual meeting. Each director shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

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ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware or the United States.

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. No notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. If the stockholders fail to fix the time or place of the first meeting of the newly elected Board of Directors or if this meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the directors.

Section 3. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 4. Special meetings of the Board of Directors may be called by the Chief Executive Officer on three (3) days notice to each director, either personally, by mail (including electronic mail), by telegram or by telecopy. Such meetings shall be called by the Chief Executive Officer or Secretary in like manner and on like notice on the written request of a majority of the directors.

Section 5. At all regular and special meetings of the Board of Directors, a simple majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 6. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

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ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each consisting of two or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 2. Except as provided below, any committee, to the extent provided in the resolutions of the Board of Directors and in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. No committee, however, shall have the power or authority to amend the Certificate of Incorporation; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; or to amend these Bylaws; further, unless a resolution of the Board of Directors, these Bylaws, or the Certificate of Incorporation expressly so provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

Section 3. A committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 4. Each committee shall keep regular minutes of its meetings and shall file them with the minutes of the proceedings of the Board of Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

Section 1. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of the directors.

Section 2. The directors may be paid their expenses, if any, of attending meetings of the Board of Directors. Such payments may take the form of a fixed sum for attendance at each meeting or a stated salary as a director. Members of committees may be allowed like compensation for attending committee meetings.

Section 3. No payment permitted under this Article VI shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

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ARTICLE VII

OFFICERS

Section 1. The officers of the corporation shall be designated by the Board of Directors, by election, and, unless otherwise required by the General Corporation Law of the State of Delaware, may include a Chief Executive Officer, a President, a Vice President, a Secretary, an Assistant Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers and agents as it deems necessary, including Vice Presidents and one or more Assistant Secretaries. Any number of offices may be held by the same person, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

Section 2. The officers of the corporation shall be elected by the Board of Directors at the Board’s first meeting and thereafter at the Board’s first meeting after each annual meeting of stockholders.

Section 3. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. The Chief Executive Officer shall be the principal executive officer of the corporation and shall have the authority over the general control and management of the business and affairs of the corporation. The Chief Executive Officer shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The Chief Executive Officer shall sign all company documents and agreements on behalf of the corporation, unless the Chief Executive Officer instructs that the signing be done by some other officer, agent, or employee. The Chief Executive Officer shall see that all actions taken by the Board of Directors are executed and shall perform all other duties incident to the office. This is subject, however, to the Chief Executive Officer’s right to delegate any specific power to any other officer of the corporation.

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Section 6. The President and Chief Operating Officer shall have the power to perform duties that may be assigned by the Chief Executive Officer or the Board of Directors except for those duties specifically reserved for other officers. The President and Chief Operating Officer shall perform all duties incident to the office except for those duties specifically reserved for other officers.

Section 7. In the absence of both the Chief Executive Officer and the President, or in the event of their inability or refusal to act, the Vice President (or in the event there are more than one, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. The Secretary shall attend meetings of the Board of Directors and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The Secretary shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer.

Section 9. The Assistant Secretary, or if there are more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10. The Chief Financial Officer shall have custody of the corporation’s funds and securities, shall be responsible for maintaining the corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Member. The Chief Financial Officer also shall maintain adequate records of all assets, liabilities, and transactions of the corporation and shall assure that adequate audits thereof are currently and regularly made. The Chief Financial Officer shall have all such further powers and duties as are customarily and usually associated with the position of Chief Financial Officer or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer.

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ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statute, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean solely personal notice, but such notice may be given in writing by mail addressed to such director or stockholder at his or her address as it appears on the records of the corporation with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same is deposited in the United States mail. Notice to directors may also be given by telegram, telecopy or electronic mail.

Section 2. Whenever any notice is required to be given under the provisions of statute, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the secretary or such other officer or officers as the Board of Directors may from time to time designate, certifying the number of shares owned by the stockholder in the corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile if the certificate is manually signed on behalf of a transfer agent or a registrar (other than the corporation itself or an employee of the corporation). In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by the proper evidence of succession, assignment or authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date that shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new date for the adjourned meeting.

Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. The corporation shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of shares. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, regardless of whether the corporation shall have express or other notice thereof, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, property, or in shares of stock, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, may think proper as a reserve or reserves for contingencies, equalizing dividends, repairing or maintaining any property of the corporation, or for such other purpose or purposes as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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Section 2. Annual Statements. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be designated by resolution of the Board of Directors.

Section 5. Indemnification. The corporation shall have the power to indemnify its officers, directors, employees and agents of the corporation, and such other persons as designated by the Board of Directors, to the full extent as permitted under the laws of the State of Delaware.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the name of the State of Delaware. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 7. Amendments. Unless such power is reserved to the stockholders by statute, the Certificate of Incorporation or these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws adopted either by the stockholders or the Board of Directors (when such power is conferred upon the Board of Directors by the Certificate of Incorporation, and subject to repeal or change by action of the stockholders) at any annual meeting of the stockholders or regular meeting of the Board of Directors, or at any special meeting of the stockholders or the Board of Directors (if notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting), by a vote of a majority of the holders of stock having voting power present in person or represented by proxy at such meeting at which there is a quorum, or by a vote of a majority of the directors present at such meeting at which there is a quorum (whichever is applicable).

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EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

FOXCO ACQUISITION SUB, LLC

This Certificate of Formation of FoxCo Acquisition Sub, LLC (the “Company”) dated as of December 17, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is FoxCo Acquisition Sub, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.19

Exhibit 3.19

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

FOXCO ACQUISITION SUB, LLC

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

In consideration of the mutual agreements contained herein, the Member hereto, intending to be legally bound, hereby agrees as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Member. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of capital stock, by contract or otherwise.

“Agreement” shall mean this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended from time to time, as the context requires. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Company” has the meaning specified in the first paragraph hereof.

“Company Law” means the Delaware Limited Liability Company Act, as in effect from time to time.

“Fiscal Year” means the fiscal year of the Company, which shall be the calendar year.

“Interest” of the Member means its entire ownership interest in the Company.

“IRS Regulations” means the rules, regulations and orders, and interpretations thereof, adopted by the Internal Revenue Service under the Code, as in effect from time to time.

“Member” has the meaning specified in the preamble of this Agreement.

ARTICLE 2

THE COMPANY AND ITS BUSINESS

2.1. Formation. The Company was formed on December 17, 2007 as a limited liability company under the Company Law.

2.2. Firm Name. The name of the Company shall be “FoxCo Acquisition Sub, LLC” but the Member may change the name of the Company at any time and from time to time.

2.3. Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Company Law and to engage in any and all activities necessary or incidental thereto.

2.4. Principal Office. The principal office of the Company shall be located at 201 Main Street, Suite 1620, Fort Worth, Texas 76102, or any other or additional places of business that may be selected from time to time by the Member.

2.5. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware shall be c/o Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent of the Company for service of process within the State of Delaware shall be Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. At any time, the Member may designate another registered agent and/or registered office.

2.6. Qualification. Prior to conducting any business in any jurisdiction, the Member shall cause the Company to comply with all requirements for the qualification of the Company to conduct business as a limited liability company in such jurisdiction.

2.7. Term. The term of the Company shall continue until the Company is dissolved in accordance with the Company Law.

2.8. Authorized Person. Matthew A. Block has been designated as an authorized person, within the meaning of the Company Law, to execute, deliver and file the Certificate of Formation of the Company.

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ARTICLE 3

MANAGEMENT; EXCULPATION AND INDEMNIFICATION

3.1. Management and Control of the Company Generally. The business and affairs of the Company shall be managed, operated and controlled by or under the direction of the Board of Directors of the Company (the “Company Board”). The Company Board shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company.

3.2. Powers of the Company Board. The Company Board shall have the right, power and authority, in the management of the business and the affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, as may be deemed by the Company Board to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. The power and authority of the Company Board shall include the power and authority to do the following with respect to the Company in its sole and absolute discretion:

(a) to cause the Company to employ and engage agents, employees, advisers, consultants and counsel (including any custodian, investment banker, accountant, attorney, corporate fiduciary, bank or other financial institution, or any other agents, employees or Persons who may serve in such capacity for the Company Board) and to designate, in the sole discretion of the Company Board, any employees or agents as officers of the Company, each of whom shall serve at the pleasure of the Company Board, to carry out any activities that the Company Board is authorized or required to carry out under this Agreement, as and to the extent authorized by the Company Board, including to represent the Company in its dealings with third parties, to execute any kind of document or contract on behalf of the Company, to propose, approve or disapprove of or take action for and on behalf of the Company with respect to the operations of the Company, or to undertake some or all of the general management, financial accounting and record keeping or other duties of the Company Board;

(b) to admit additional Persons as members to the Company, to issue membership interests to such Persons or existing members to the Company;

(c) to terminate the employment of any employee of the Company, with or without cause, at any time;

(d) to make all decisions regarding the incurrence and payment of Expenses;

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(e) to establish and maintain reserves for current or future Expenses and other liabilities of the Company (including contingent liabilities, known or unknown);

(f) to cause the Company to borrow money or to obtain credit from banks, other lending institutions or any other Person, including the Member and their Affiliates, and pursuant to loan agreements or any other type of instrument, for any purpose of the Company; to cause (i) a sale or other disposition of any portion of the Company’s business or assets or (ii) the Company to enter into any joint venture or company arrangement, or any merger, consolidation or other business combination of the Company with any Person;

(g) to cause (i) a sale or other disposition of any portion of the Company’s business or assets or (ii) the Company to enter into any joint venture or company arrangement, or any merger, consolidation or other business combination of the Company with any Person;

(h) to acquire, own, lease, sublease, manage, hold, deal in, control or dispose of any interests or right in personal property or real property;

(i) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(j) to cause the Company to sue, file complaints and defend and participate in administrative or other proceedings, in its name;

(k) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease of any assets of the Company in the name of the Company;

(l) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company; to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Company, and to secure any of the obligations, contracts or liabilities of the Company, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Company;

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(m) to make, execute, assign, acknowledge and file on behalf of the Company any and all documents or instruments of any kind which the Company Board may deem necessary or appropriate in carrying out the purposes and business of the Company; and any Person dealing with the Company Board shall not be required to determine or inquire into its authority or power to bind the Company or to execute, acknowledge or deliver any and all documents in connection therewith;

(n) to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Company, and to secure any of the obligations, contracts or liabilities of the Company, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Company;

(o) to invest funds of the Company;

(p) to qualify the Company to do business in any state, territory, dependency or foreign country; and

(q) to possess and exercise all other rights and powers incidental to any of the foregoing or to the management of the business and the affairs of the Company.

3.3. The Company Board.

(a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Member, and each director elected shall hold office until his successor is elected and qualified.

(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be appointed the Member.

(c) Unless otherwise provided in the Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in Section 3.3(b).

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3.4. Meetings of the Company Board.

(a) The Company Board shall hold regular meetings at such times and places as shall be deemed appropriate by the Chairman or a majority of the Directors. Any Director unable to attend in person for any reason may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. Special meetings of the Company Board may be called at any time by any Director.

(b) Unless waived by all of the Directors in writing (before or after a meeting), prior written notice, either personally, by facsimile or by U.S. mail, of any meeting of the Company Board shall be given to each Director at least two (2) Business Days before the date of such meeting, which notice shall specify the purpose of the meeting. Notice of any meeting need not be given to any Director who shall agree, either before or after such meeting, to a waiver of notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.

3.5. Committees of the Company Board. The Company Board may establish (a) an audit committee, which shall be responsible for (i) reviewing the Company’s accounting practices, (ii) recommending to the Company Board the engagement of the Company’s or any of its subsidiaries’ independent public accountants and (iii) performing such functions as are customarily performed by an audit committee, (b) a compensation committee, which shall be responsible for (i) determining the compensation and benefits of the executive officers of the Company, (ii) establishing and administering any compensation or bonus program offered by the Company or any of its subsidiaries and (iii) performing such functions as are customarily performed by a compensation committee and (c) any other committees as it deems necessary or appropriate. Each such committee shall exercise those powers of the Company Board delegated to it by the Company Board.

3.6. Quorum; Voting. At all meetings of the Company Board a majority of the Directors shall constitute a quorum for the transaction of business and any act of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Company Board, except as may be otherwise specifically provided by statute or by the Certificate of Formation. If a quorum is not present at any meeting of the Company Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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3.7. Procedural Matters of the Company Board.

(a) Directors may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Company Board may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the actions is signed by a majority of the Directors. A written consent delivered pursuant to this Section 3.7(a) shall be filed with the minutes of the proceedings of the Company Board.

(c) The Company Board shall cause to be kept a book of minutes of all of its actions by written consent and in which there shall be recorded with respect to each meeting of the Company Board the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.

(d) The Chairman of the Company Board (the “Chairman”) shall be elected by the Company Board and shall preside over such meeting, or, if the Chairman is unable to attend or participate in such meeting, at each meeting of the Company Board, a majority of the Directors present shall appoint any Director to preside at such meeting. The initial Chairman shall be Benjamin Diesbach. The Secretary of the Company shall act as secretary at each meeting of the Company Board. In case the Secretary shall be absent from any meeting of the Company Board, any Assistant Secretary of the Company shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any Person to act as secretary of the meeting.

3.8. WAIVER OF FIDUCIARY DUTIES OF THE DIRECTORS. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE THAT PURSUANT TO THE AUTHORITY OF SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT, THE PARTIES HERETO HEREBY ELIMINATE ANY AND ALL FIDUCIARY DUTIES A DIRECTOR MAY HAVE TO SUCH PARTIES AND HEREBY AGREE THAT THE DIRECTORS SHALL HAVE NO FIDUCIARY DUTY TO THE COMPANY OR MEMBER OR OTHER PARTY TO THIS AGREEMENT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT ELIMINATE THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING, TO THE EXTENT SUCH COVENANTS ARE NOT WAIVABLE UNDER SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT. In furtherance of the foregoing, the parties

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hereto hereby agree that, (a) each Director is permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company, and in related businesses other than through the Company (an “Other Business”), and have and may develop a strategic relationship with businesses that are and may be competitive with the Company, (b) no Director will be prohibited by virtue of its investment in the Company, if any, from pursuing and engaging in any such activities, (c) no Director will be obligated to inform the Company or the Member of any such opportunity, relationship or investment, (d) the involvement of a Director in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company, and (e) no Director shall have any duty or obligation to bring any “corporate opportunity” to the Company, regardless of whether such opportunity is, from its nature, in the line of the Company’s business, is of practical advantage to the Company or is one that the Company is financially able to undertake.

3.9. Officers.

(a) The officers of the Company shall be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Vice President, Secretary and Assistant Secretary and such other officers as shall from time to time be elected or appointed by the Company Board. Unless such officer’s term expires earlier as a result of such officer’s death, resignation or removal, each such officer shall hold the offices indicated thereon for a term expiring on the later to occur of the first meeting of the Company Board or the date upon which such officer’s successor is elected and qualified.

(b) All of the officers of the Company shall report to, and be subject to the direction and control of, the Company Board and shall have such authority to perform such duties relating to the management of the Company as designated by the Company Board or as may be provided in this Agreement.

(c) Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Company Board may from time to time designate.

(d) President. The President shall, subject to the direction of the Company Board and the Chief Executive Officer, have general supervision over the business of the Company and other duties incident to the office of President, and any other duties as may from time to time be assigned to the President by the Company Board. If there is no Chairman, the President shall preside, when present, at all meetings of stockholders and the Company Board.

(e) Vice Presidents. Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents) and Assistant Vice Presidents shall have such powers and perform such duties that may from time to time be assigned by the President or the Company Board.

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(f) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Company Board, record all the proceedings of the meetings of the Company Board in a book to be kept for that purpose and perform like duties for committees of the Company Board, when required. In the absence of the Secretary from any such meeting, an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall give, or cause to be given, notice of all special meetings of the Company Board and perform such other duties as may be prescribed by the Company Board or by the President. The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Company relating to its organization and management, see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Company Board or the President.

(g) Chief Financial Officer. The Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company, receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Company Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Company Board and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Company, have the right to require from time to time reports or statements giving such information as the Chief Financial Officer may desire with respect to any and all financial transactions of the Company from the officers or agents transacting the same, render to the President or the Company Board, whenever the President or the Company Board shall require the Chief Financial Officer so to do, an account of the financial condition of the Company and of all financial transactions of the Company, disburse the funds of the Company as ordered by the Company Board and, in general, perform all duties incident to the office of Chief Financial Officer of a company and such other duties as may from time to time be assigned to the Chief Financial Officer by the Company Board or the President.

(h) Chief Operating Officer. The Chief Operating Officer, if one is elected, shall be the chief operating officer of the Company and shall be subject to the control of the Chief Executive Officer and the Company Board. The Chief Operating

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Officer shall perform all duties incident to the office of Chief Operating Officer that are not inconsistent with the express terms of this Agreement and all such other duties as may from time to time be assigned to him by the Chief Executive Officer or the Company Board or the President.

(i) The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Company Board, are agents of the Company for the purpose of operating the business of the Company, and the actions of the officers taken in accordance with such powers shall bind the Company.

(i) Any Person dealing with the Company may rely upon a certificate signed by an appropriate officer as to:

(ii) the identity of the Member or any officer;

(iii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the officer or in any other manner germane to the affairs of the Company;

(iv) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(v) any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

3.10. Exculpation and Indemnification.

(a) Exculpation. An Exculpated Person shall not be liable, in damages or otherwise, to the Company or the Member for any act performed or omitted by an Exculpated Person arising out of or in connection with this Agreement, the Company’s operations or affairs, except if such act or omission constitutes willful misconduct or fraud.

(b) Indemnification. The Company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless each Indemnified Person, who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company or otherwise, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such Indemnified Person is the Member, Affiliate, Director, officer, employee or agent of the Company, or that such Indemnified Person is or was serving at the request of the Company as a partner, member, director, officer, trustee, employee or agent of another Person, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such

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Indemnified Person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Indemnified Person if a judgment or other final adjudication adverse to such Indemnified Person establishes that his or her acts constituted willful misconduct or fraud. An Indemnified Person shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such Indemnified Person pursuant to such advice shall in no event constitute willful misconduct or fraud.

(c) Expenses. Expenses incurred by an Indemnified Person in defense or settlement of any claim or liability that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof, at the election of the Company, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be finally judicially determined that the Indemnified Person is not entitled to be indemnified hereunder.

(d) Non-Exclusivity. The indemnification provided by this Section 3.10 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Company Board or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 3.10 shall continue as to an Indemnified Person who has ceased to be a member of the Company, officer, employee or agent (or other Person indemnified hereunder) and shall inure to the benefit of the successors, assigns, executors, administrators, legatees and distributees of such Person.

(e) Survival. The provisions of this Section 3.10 shall be a contract between the Company or the Member, as the case may be, on the one hand, and each Indemnified Person who served in such capacity at any time while this Section 3.10 is in effect, on the other hand, pursuant to which the Company, the Member and each such Indemnified Person intend to be legally bound. No repeal or modification of this Section 3.10 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. The provisions of this Section 3.10 shall survive the dissolution, liquidation and termination of the Company, as well as the termination, dissolution, liquidation or insolvency of any Indemnified Person entitled to exculpation or indemnification hereunder.

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ARTICLE 4

RIGHTS AND DUTIES OF THE MEMBER

4.1. Duties and Activities of the Member. The Member agrees to devote such time and attention to the business of the Company as may be required for the efficient conduct thereof.

4.2. Liability and Indemnification.

(a) Liability. Neither the Member nor any of its Affiliates, nor any officer, director, member, partner, employee, stockholder or agent of any such persons, or any other person who performs services at the request of the Member on behalf of the Company as an officer, director, partner, employee or agent of any other person (each a “protected person”) shall be liable to the Company for any action taken or omitted to be taken by it or by any other person with respect to the Company, except in the case of its own gross negligence, willful misconduct or fraud. Any protected person may consult with legal counsel and accountants with respect to the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accord with the opinion or advice of such counsel or accountants, provided they shall have been selected in good faith.

(b) Indemnification. To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend the Member, its Affiliates, the members, partners, stockholders, directors, officers, employees and agents of any of the foregoing, and any other person who serves at the request of the Member on behalf of the Company as an officer, director, member, partner, employee or agent of any other entity (collectively, the “Indemnitees”) against any losses, claims, damages, liabilities or expenses, including, without limitation, legal or other expenses incurred in investigating or defending against any such losses, claims, damages or liabilities, and any amounts expended in settlement of any claim (collectively, “Liabilities”), to which any Indemnitee may become subject (a) by reason of any act or omission (even if negligent) performed or omitted to be performed on behalf of the Company, or (b) by reason of any other act or omission arising out of or in connection with the Company, unless, in each case, such Liability results from such Indemnitee’s own gross negligence, wilful misconduct or fraud. The Company shall promptly reimburse each Indemnitee for legal or other expenses as incurred by each Indemnitee in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liability for which the Indemnitee may be indemnified pursuant to this Section 4.2(b). The provisions of this Section 4.2(b) shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains a partner, employee or agent of the Company, or any Affiliate.

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ARTICLE 5

BOOKS AND RECORDS

5.1. Books of Account. The Member shall keep or cause to be kept true and complete books of account. The accounts of the Company shall be kept in accordance with generally accepted accounting principles applicable to the Company, except as otherwise provided herein.

ARTICLE 6

CAPITAL CONTRIBUTIONS

6.1. Member’s Capital Contribution. The Member may make capital contributions to the Company from time to time.

ARTICLE 7

DISTRIBUTIONS

7.1. Distributions. Distributions shall be made at such time and in such amounts as may be determined by the Member.

7.2. Form of Distributions. Any distribution made pursuant to this Agreement may be made in cash or in kind.

ARTICLE 8

TERMINATION OF COMPANY; LIQUIDATION AND DISTRIBUTION OF ASSETS

8.1. Dissolution.

(a) The Company shall dissolve only in accordance with the Company Law.

(b) The Member shall cause the Certificate of Formation of the Company to be canceled when the Company is dissolved. The Member at the time of dissolution shall execute such documents as necessary or desirable to cause the complete dissolution of the Company. The retirement, withdrawal, death, bankruptcy, dissolution or adjudication of incompetency of the Member shall cause a dissolution of the Company.

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ARTICLE 9

MISCELLANEOUS

9.1. Effect of Certain Provisions of the Company Law. Except to the extent provided for herein the Member shall act as “manager” (as defined in the Company Law) throughout the term of the Company, and no elections or further designations of a manager or a managing member of the Company shall be held or made.

9.2. Further Assurances. The Member agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as, in the opinion of the Member, may be necessary or advisable to carry out the intents and purposes of this Agreement.

9.3. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be effective (a) when transmitted by telecopy (with an acknowledgment of receipt) or personally delivered on a business day during normal business hours, (b) on the business day following the date of dispatch by overnight courier or (c) on the fifth business day following the date of mailing by registered or certified mail, return receipt requested, in each case addressed to the Company or the Members at the address of the Members set forth in Section 2.4.

9.4. Amendments. Amendments may be made to this Agreement from time to time by the Member.

9.5. Severability. In the event that any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.6. Headings and Captions. All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement.

9.7. Variation of Pronouns. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person may require.

9.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

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9.9. Entire Agreement. This Agreement supersedes all prior agreements among other parties with respect to the subject matter hereof and contains the entire agreement with respect to such subject matter.

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IN WITNESS WHEREOF, the undersigned hereto has duly executed this Agreement and agreed to be bound by the terms hereof.

FOXCO ACQUISITION, LLC
By:	/s/ Kevin G. Levy
	Name:	Kevin G. Levy
	Position:	Vice President

EX-3.20

Exhibit 3.20

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CDDB, INC.

CDDB, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

A. The name of the corporation immediately prior to filing this Amended and Restated Certificate of Incorporation is CDDB, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on October 25, 1999.

B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Amended and Restated Certificate of Incorporation of the corporation.

C. The text of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

ONE. The name of the corporation is Gracenote, Inc.

TWO. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is the Corporation Trust Company.

THREE. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOUR. The corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock” each with par value of $0.01 per share. The total number of shares which the corporation is authorized to issue is 185,706,243 shares, of which 130,000,000 shares shall be Common Stock and 55,706,243 shares shall be Preferred Stock. The Preferred Stock shall be divided into three Series designated as Series A Preferred Stock, consisting of 6,572,910 shares, Series B Preferred Stock, consisting of 8,333,333 shares, and Series C Preferred Stock, consisting of 40,800,000 shares. The Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock are herein collectively referred to as the “Preferred Stock.”

The rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock and Preferred Stock are as follows:

1. Dividends. When and as declared by the corporation’s Board of Directors, the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be entitled to receive, out of any funds legally available therefor, dividends

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prior and in preference to any declaration of payment of any dividend on the Common Stock at the rate of $0.26, in the case of the Series A Preferred Stock, $0.0576, in the case of the Series B Preferred Stock, and $0.0194, in the case of the Series C Preferred Stock, per share, per annum (as appropriately adjusted for any subsequent stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and the like occurring after the Series C Original Issue Date (as defined below). No dividend shall be paid on the Common Stock in any year, other than dividends payable solely in capital stock, until all dividends for such year have been declared and paid on the Preferred Stock, and no dividends on the Common Stock shall be paid unless the amount of such dividend on the Common Stock is also paid on the Preferred Stock (which amount shall be in addition to amounts paid in accordance with the first sentence of this Section 1) on an as-converted to Common Stock basis. The right of the holders of Preferred Stock to receive dividends shall not be cumulative, and no right shall accrue to holders of Preferred Stock by reason of the fact that dividends on such shares are not declared or paid in any prior year. Any rights to accrued but undeclared dividends on any Series A Preferred Stock or Series B Preferred Stock prior to the Series C Original Issue Date (as defined below) are hereby cancelled.

2. Liquidation.

(a) Preferred Stock Preference. In the event of any liquidation, dissolution or winding up of the corporation, either voluntarily or involuntarily, (a “Liquidation”) prior and in preference to any distribution of any of the assets or surplus funds of the corporation to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, the holders of the Series B Preferred Stock shall be entitled to receive, out of the assets or surplus of the corporation legally available therefor, the amount of $0.72 per share of Series B Preferred Stock (the “Series B Liquidation Preference”) then held by them and the holders of the Series C Preferred Stock shall be entitled to receive, out of the assets or surplus of the corporation legally available therefor, the amount of $0.243 per share of Series C Preferred Stock (the “Series C Liquidation Preference”) then held by them (in each case, as appropriately adjusted for any subsequent stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and the like after the Series C Original Issue Date), and, in addition, an amount equal to all declared but unpaid dividends on such Series B Preferred Stock and Series C Preferred Stock, respectively. If the assets and funds thus distributed among the holders of the Series B Preferred Stock and Series C Preferred Stock are insufficient to permit the payment to such holders of their full preferential amount, then the entire assets and funds of the corporation legally available for distribution shall be distributed among the holders of Series B Preferred Stock and Series C Preferred Stock ratably in proportion to the amounts which would be payable on the shares held by them if the aforesaid preferential amounts were paid in full. After full payment of the Series B Liquidation Preference and the Series C Liquidation Preference as described above, prior and in preference to any distribution of any of the assets or surplus funds of the corporation to the holders of Common Stock by reason of their ownership thereof, the

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holders of the Series A Preferred Stock shall be entitled to receive out of the assets or surplus of the corporation legally available therefor the amount of $1.625 per share of Series A Preferred Stock (the “Series A Liquidation Preference”) then held by them (as appropriately adjusted for any subsequent stock splits, stock dividends, reverse stock splits, stock combinations, reclassifications and the like after the Series C Original Issue Date), and, in addition, an amount equal to all declared but unpaid dividends on the Series A Preferred Stock. If the assets and funds available for distribution among the holders of the Series A Preferred Stock after full payment of the Series B Liquidation Preference and the Series C Liquidation Preference as described above are insufficient to permit the payment to such holders of their full Series A Liquidation Preference, then the entire remaining assets and funds of the corporation legally available for distribution to the holders of Series A Preferred Stock shall be distributed among the holders of the Series A Preferred Stock ratably in proportion to the amounts which would be payable on the shares held by them if the aforesaid preferential amounts were paid in full. After payment or setting apart of payment has been made to (i) the holders of the Series B Preferred Stock of the Series B Liquidation Preference and to the holders of the Series C Preferred Stock of the Series C Liquidation Preference, and (ii) the holders of the Series A Preferred Stock of the Series A Liquidation Preference, all remaining assets or surplus funds of the corporation legally available therefor shall be distributed to the holders of the Preferred Stock and Common Stock pro rata based upon the number of shares held by each of them (assuming full conversion of all such Preferred Stock to Common Stock).

(b) Reorganization or Merger. A merger, reorganization, acquisition or transaction that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the corporation, or the sale, lease, exclusive license or other disposition of all or substantially all of the assets of the corporation, or any other transaction or series of transactions in which the stockholders of the corporation immediately prior to such transaction or series of transactions do not immediately after such transaction or series of transactions own a majority of the outstanding shares of the surviving or acquiring corporation (or parent thereof) in the same relative proportion shall be deemed to be a Liquidation.

(c) If the consideration distributed by the corporation or received by its stockholders pursuant to this Section 2 or for any other purpose is other than cash, its value will be deemed its fair market value as agreed in good faith by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding Preferred Stock. Notwithstanding the foregoing, any securities shall be valued as follows:

(i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:

(A) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing;

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(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing, and

(C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power or all then outstanding shares of Preferred Stock.

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.

(d) In the event the requirements of this Section 2 are not complied with, the corporation shall forthwith either:

(i) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or

(ii) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(d)(iii) hereof.

(iii) The corporation shall give each holder of record of Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and the corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the corporation has given the first notice provided for herein or sooner than five (5) business days after the corporation has given notice of material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Preferred Stock that are entitled to such notice rights or similar notice rights and that represent at least a majority of the voting power of all then outstanding shares of Preferred Stock.

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3. Conversion. The holders of Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Issuance Price (as defined below) plus any declared and unpaid dividends by the applicable Conversion Price (an defined below) in effect at the time of conversion. The Issuance Price for the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be $3.25 per share, $0.72 per share, and $0.243 per share, respectively. The Conversion Price for the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock shall initially be $0.811191 per share, or $0.4918 per share, and $0.243 per share, respectively, subject to adjustment as provided below. The number of shares of Common Stock into which a share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series of Preferred Stock.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Conversion Rate (i) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), covering the offer and sale of Common Stock for the account of the corporation to the public for an aggregate offering price (prior to underwriting commissions and discounts) of not less than $20,000,000 and at a per share price of not less than $0.729 per share (as adjusted for stock splits, stock dividends, reverse stock splits, stock combinations, and recapitalizations with respect to such shares after the Series C Original Issue Date) or (ii) upon the corporation’s receipt of the written consent of the holders of a majority of the voting power of all then outstanding shares of Preferred Stock (voting together as a single class).

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Preferred Stock (or, if the holder notifies the corporation or its transfer agent that such certificates have been lost, stolen or destroyed, such holder shall execute an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates in lieu of providing such certificates), and shall give written notice to the corporation at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section 3(b) above, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the corporation or its transfer agent, and provided further that the corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the

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certificates evidencing such shares of Preferred Stock are either delivered to the corporation or its transfer agent as provided above or the holder notifies the corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates. The corporation shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, or in the case of automatic conversion on the date of closing of the offering, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the conversion is in connection with a public offering of securities described in Section 3(b), the conversion shall be conditioned upon the closing with the underwriters of the sale of requisite securities provided in Section 3(b) pursuant to such offering, and the conversion shall not be deemed to have occurred until immediately prior to the closing of such sale of securities.

(d) Fractional Shares. In lieu of any fractional shares to which the holder of a series of Preferred Stock would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of such series of Preferred Stock as determined by the Board of Directors of the corporation. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of a series of Preferred Stock of each holder at the time of conversion into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(e) Adjustment of Conversion Price. The Conversion Price of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock shall be subject to adjustment from time to time as follows; provided that, except in connection with adjustments pursuant to Sections 3(e)(i)(2) (c)(C) and 3(e)(i)(2) (c)(D) (which shall be subject to the limits set forth therein) any such adjustment shall not have the effect of increasing the Conversion Price of any Series to an amount which exceeds the Conversion Price existing immediately prior to such adjustment:

(i) If at any time after the date of the first sale of Series C Preferred Stock (the “Series C Original Issue Date”) the corporation shall issue (or, pursuant to Subsection 3(e)(i)(2)(c) hereof, shall be deemed to have issued) any Common Stock other than “Excluded Stock” (as defined below) for a consideration per share less than the Conversion Price for a series of Preferred Stock in effect immediately prior to the issuance of such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by Subsections 3(e)(iii),

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(iv), (v) and (vi)), the Conversion Price for such series of Preferred Stock in effect immediately before each such issuance shall upon such issuance (except as provided in this Section 3(e)) be adjusted to a price equal to the quotient obtained by dividing:

(1) an amount equal to the sum of

a) the total number of shares of Common Stock outstanding and any shares of Common Stock issuable upon conversion of the Preferred Stock immediately prior to such issuance multiplied by the Conversion Price for such series of Preferred Stock in effect immediately prior to such issuance, plus

b) the consideration received by the corporation upon such issuance, by

(2) the total number of shares of Common Stock outstanding immediately prior to such issuance of Common Stock and any shares of Common Stock issuable upon conversion of the Preferred Stock plus the number of shares of Common Stock actually issued in the transaction which resulted in the adjustment pursuant to this Subsection 3(e)(i).

For the purposes of any adjustment of the Conversion Price for a series of Preferred Stock pursuant to this clause (i), the following provisions shall be applied:

a) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any underwriting discounts or commissions paid or incurred by the corporation in connection with the issuance and sale thereof.

In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as reasonably agreed by the Board of Directors and the holders of a majority of the voting power of all then outstanding Preferred Stock of the corporation, irrespective of generally accepted accounting treatment.

In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock (other than Excluded Stock), (ii) securities by their terms convertible into or exchangeable for Common Stock (other than Excluded Stock) or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities:

(A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential anti-dilution adjustments) and for a consideration equal to the consideration (determined in the manner provided in Subdivisions (a) and (b) above), if

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any, received by the corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;

(B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof (assuming the satisfaction of any conditions to conversion or exercisability in each case, including without limitation, the passage of time, but without taking into account potential anti-dilution adjustments), shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the corporation for any such securities and related options or rights (excluding any cash paid on account of accrued interest or accrued dividends), plus the additional minimum consideration, if any, to be received by the corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (a) and (b) above);

(C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities (excluding changes resulting from the antidilution provisions of such options, rights or securities), the Conversion Price of a series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon (x) the issuance of such options, rights or securities not exercised, converted or exchanged prior to such change or (y) the options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; provided that, any such readjustment shall not have the effect of increasing the Conversion Price of any Series to an amount which exceeds the Conversion Price existing immediately prior to the time of the original adjustment to which such readjustment relates (as reduced by unrelated adjustments); and

(D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of a series of Preferred Stock shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be; provided that, any

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such readjustment shall not have the effect of increasing the Conversion Price of any Series to an amount which exceeds the Conversion Price existing immediately prior to the time of the original adjustment to which such readjustment relates (as reduced by unrelated adjustments).

(E) In the case of any Option or Convertible Security with respect to which the maximum number of shares of Common Stock issuable upon exercise or conversion or exchange thereof is not determinable, no adjustment to the Conversion Price shall be made until such number becomes determinable.

(ii) “Excluded Stock” shall mean:

(1) all shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock issued and outstanding as of the Series C Original Issue Date:

(2) all shares of Common Stock issuable or issued upon conversion of the Preferred Stock;

(3) all shares of Common Stock or other securities, or options or warrants to purchase Common Stock or other securities, issuable to employees, officers, directors or consultants for the primary purpose of retaining their services pursuant to any plan, arrangement, agreement, contract or plan, including any incentive stock plan, approved by the Board of Directors of the corporation (and all shares of Common Stock or other securities issued upon exercise or conversion thereof);

(4) all securities issuable in a merger or acquisition that is approved by the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock;

(5) all securities issued or issuable to suppliers, lessors, lenders or technology providers to the corporation pursuant to any plan or arrangement approved by the Board of Directors of the corporation, provided such plan or arrangement is approved by the members of the Board of Directors elected by the Series B Preferred Stock and the Series C Preferred Stock; and

(6) all shares of Series C Preferred Stock and all securities exercisable or exchangeable for or convertible into Series C Preferred Stock.

(iii) If the number of shares of Common Stock outstanding at any time after the Series C Original Issue Date is increased by a stock dividend payable in shares of Common Stock (or options or rights to acquire Common Stock) or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Conversion Price of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of any shares of Preferred Stock be increased in proportion to such increase of outstanding shares.

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(iv) If the number of shares of Common Stock outstanding at any time after the Series C Original issue Date is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Conversion Price of each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of Preferred Stock shall be decreased in proportion to such decrease in outstanding shares.

(v) In the event, at any time after the Series C Original Issue Date, of any capital reorganization, or any reclassification of the stock of the corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the corporation with or into another person (other than a consolidation or merger in which the corporation is the continuing entity and which does not result in any change in the Common Stock), the shares of Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the corporation or otherwise to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition such holder had converted its shares of Preferred Stock into Common Stock. The provisions of this clause (vi) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

(vi) All calculations under this Section 3 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be.

(f) Minimal Adjustments. No adjustment in the Conversion Price for any series of Preferred Stock need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price.

(g) No Impairment. The corporation will not through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale a securities or any other voluntary action avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment. This provision shall not restrict the corporation’s right to amend its Certificate of Incorporation with the requisite stockholder consent.

(h) Certificate as to Adjustments Upon the occurrence of each adjustment or readjustment of the Conversion Rate for a series of Preferred Stock pursuant to this Section 3, the corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each adjusted holder of Preferred Stock a certificate setting forth such adjustment or

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readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The corporation shall, upon written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such bolder a like certificate setting forth (i) all such adjustments and readjustments, (ii) the Conversion Rate at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder’s shares of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by the corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property or receive any other right, the corporation shall mail to each holder of Preferred Stock at least twenty (20) days prior to such record date a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(k) Notices. Any notice required by the provisions of this Section 3 to be given to any holder of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the corporation’s books.

(l) Reissuance of Converted Shares. No shares of Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares so converted shall upon such conversion cease to be a part of the authorized shares of the corporation,

4. Voting Rights.

(a) General Voting Rights. The holder of each share of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which each share of Preferred Stock could be converted on the record date for the vote or consent of stockholders (or, if no record date is established, on the date such vote is taken or consent solicited) and, except as otherwise required by law, shall have

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voting rights and powers equal to the voting rights and powers of the Common Stock. The holder of each share of Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the corporation and shall vote with holders of the Common Stock upon the election of directors and upon any other matter submitted to a vote of stockholders, except those matters required by law to be submitted to a class vote. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).

(b) Board of Directors. Notwithstanding the foregoing, (i) the holders of Common Stock, voting as a separate class, shall have the right to elect one (1) member of the corporation’s Board of Directors, who shall be the Chief Executive Officer of the corporation, (ii) the holders of Series C Preferred Stock, voting as a separate class and series, shall have the right to elect one (1) member of the corporation’s Board of Directors and (iii) the holders of Preferred Stock, voting together as a single class (on an as converted to Common Stock basis), shall have the right to elect any remaining members of the corporation’s Board of Directors. Notwithstanding any bylaw provisions to the contrary, the stockholders entitled to elect a particular director shall be entitled to remove such director or to fill a vacancy in the seat formerly held by such director, all in accordance with the applicable provisions under Delaware law.

5. Protective Provisions. So long as any shares of Preferred Stock shall be outstanding, the corporation shall not, without first obtaining the approval of the holders of at least a majority of the outstanding shares of Preferred Stock voting together as a single class and on an as converted to Common Stock basis:

(a) Increase or Decrease Authorized Shares. Increase or decrease the authorized number of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock;

(b) Create New Security. Create (by reclassification or otherwise) any new class or series of shares or other securities having rights, preferences or privileges senior to or on a parity with any series of the Preferred Stock;

(c) Redeem Stock. Redeem or otherwise acquire any shares of Common Stock or Preferred Stock (other than pursuant to equity incentive agreements approved by the Board of Directors with service providers giving the Company the right to repurchase shares upon the termination of services);

(d) Amend Certificate of Incorporation or Bylaws. Add to, amend, repeal or waive provision of the corporation’s Amended and Restated Certificate of Incorporation, as it may be in effect from time to time, or Bylaws in a manner adverse to the holders of the Preferred Stock;

(e) Liquidation. Enter into or undergo any Liquidation;

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(f) Pay Dividends on Common. Pay or declare any dividend on or make any distribution with respect to the Common Stock;

(g) Increase Option Pool. Increase the authorized number of shares available for issuance under the corporation’s stock option plans in excess of the number of shares reserved under such plans as of the Series C Original Issue Date;

(h) Transactions Involving Company Equity. Enter into any transaction involving the right of any party to purchase or otherwise obtain shares of the Company’s capital stock (other than transactions granting capital stock or options to purchase capital stock to employees, officers, directors, consultants, or other service providers for the primary purpose of retaining their services, or suppliers, lessors, lenders or technology providers, pursuant to any plan, arrangement, agreement, contract or plan, including any incentive stock plan, approved by the Board of Directors of the corporation); or

(i) Change in Directors. Change the number of authorized directors.

FIVE. The corporation is to have perpetual existence.

SIX. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the corporation.

SEVEN. The election of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.

EIGHT. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

NINE. Subject to Section 5 of Article Four above, the corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter proscribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided however, whenever this Certificate of Incorporation requires for action by the board of directors, the action by a specific director or for action by the holders of any series of shares of the corporation, as the case may be, the vote or consent of a greater number of directors greater than required by law, the vote or consent of a specific director, or the vote or consent of more than a majority of holders of such series of shares, as the case may be, the provision of this Certificate of Incorporation requiring such greater or specific vote or consent shall not be altered, amended or repealed without first obtaining such greater or specific vote or consent to such alteration, amendment or repeal.

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IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by its Chairman this 25^th day of June, 2002.

CDDB, INC.

/s/ Scott A. Jones

Scott A. Jones

Chairman

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EX-3.21

Exhibit 3.21

GRACENOTE, INC.

AMENDED AND RESTATED BYLAWS

As Adopted on January 31, 2014

GRACENOTE, INC.

AMENDED AND RESTATED BYLAWS

Table of Contents

		Page
ARTICLE I	MEETINGS OF STOCKHOLDERS		1
Section 1.01.	Annual Meetings		1
Section 1.02.	Special Meetings		1
Section 1.03.	Participation in Meetings by Remote Communication		1
Section 1.04.	Notice of Meetings; Waiver of Notice		1
Section 1.05.	Proxies		2
Section 1.06.	Voting Lists		2
Section 1.07.	Quorum		3
Section 1.08.	Voting		3
Section 1.09.	Adjournment		3
Section 1.10.	Organization; Procedure		3
Section 1.11.	Consent of Stockholders in Lieu of Meeting		4
ARTICLE II	BOARD OF DIRECTORS		4
Section 2.01.	General Powers		4
Section 2.02.	Number and Term of Office		5
Section 2.03.	Election of Directors		5
Section 2.04.	Regular Meetings		5
Section 2.05.	Special Meetings		5
Section 2.06.	Notice of Meetings; Waiver of Notice		5
Section 2.07.	Quorum; Voting		5
Section 2.08.	Action by Telephonic Communications		6
Section 2.09.	Adjournment		6
Section 2.10.	Action Without a Meeting		6
Section 2.11.	Regulations		6
Section 2.12.	Resignations of Directors		6
Section 2.13.	Removal of Directors		6
Section 2.14.	Vacancies and Newly Created Directorships		7
Section 2.15.	Compensation		7
Section 2.16.	Reliance on Accounts and Reports, etc.		7
ARTICLE III	COMMITTEES		7
Section 3.01.	Designation of Committees		7
Section 3.02.	Members and Alternate Members		7
Section 3.03.	Committee Procedures		8
Section 3.04.	Meetings and Actions of Committees		8
Section 3.05.	Resignations and Removals		8
Section 3.06.	Vacancies		8

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Table of Contents

(continued)

		Page
ARTICLE IV	OFFICERS		8
Section 4.01.	Officers		8
Section 4.02.	Election		9
Section 4.03.	Compensation		9
Section 4.04.	Removal and Resignation; Vacancies		9
Section 4.05.	Authority and Duties of Officers		9
Section 4.06.	President		9
Section 4.07.	Vice Presidents		10
Section 4.08.	Secretary		10
Section 4.09.	Treasurer		11
ARTICLE V	CAPITAL STOCK		12
Section 5.01.	Certificates of Stock		12
Section 5.02.	Facsimile Signatures		12
Section 5.03.	Lost, Stolen or Destroyed Certificates		12
Section 5.04.	Transfer of Stock		12
Section 5.05.	Registered Stockholders		12
ARTICLE VI	INDEMNIFICATION		13
Section 6.01.	Indemnification		13
Section 6.02.	Advance of Expenses		14
Section 6.03.	Procedure for Indemnification		14
Section 6.04.	Burden of Proof		15
Section 6.05.	Contract Right; Non-Exclusivity; Survival		15
Section 6.06.	Insurance		15
Section 6.07.	Employees and Agents		16
Section 6.08.	Interpretation; Severability		16
ARTICLE VII	OFFICES		16
Section 7.01.	Registered Office		16
Section 7.02.	Other Offices		16
ARTICLE VIII	GENERAL PROVISIONS		16
Section 8.01.	Dividends		16
Section 8.02.	Reserves		17
Section 8.03.	Execution of Instruments		17
Section 8.04.	Voting as Stockholder		17
Section 8.05.	Fiscal Year		17

ii

Table of Contents

(continued)

		Page
Section 8.06.	Seal		17
Section 8.07.	Books and Records; Inspection		17
Section 8.08.	Electronic Transmission		17
ARTICLE IX	AMENDMENT OF BYLAWS		18
Section 9.01.	Amendment		18
ARTICLE X	CONSTRUCTION		18
Section 10.01.	Construction		18

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GRACENOTE, INC.

AMENDED AND RESTATED BYLAWS

As adopted on January 31, 2014

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.01. Annual Meetings. An annual meeting of the stockholders of the corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year either within or without the State of Delaware on such date and at such place and time as are designated by resolution of the corporation’s board of directors (the “Board”), unless the stockholders have acted by written consent to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

Section 1.02. Special Meetings. A special meeting of the stockholders for any purpose may be called at any time by the President (or, in the event of his or her absence or disability, by any Vice President) or by the Secretary pursuant to a resolution of the Board, to be held either within or without the State of Delaware on such date and at such time and place as are designated by such officer or in such resolution.

Section 1.03. Participation in Meetings by Remote Communication. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04. Notice of Meetings; Waiver of Notice.

(a) The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify (i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the President, the Vice President calling the meeting, or the Board. If the stockholder list referred to in Section 1.06 of these bylaws is made accessible on an

electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.

(b) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05. Proxies.

(a) Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.

(b) A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means, including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission (as defined in Section 8.08 of these bylaws) setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. Proxies by electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.

(c) No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.06. Voting Lists. The officer of the corporation who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. This list shall be open to the examination of

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any stockholder prior to and during the meeting for any purpose germane to the meeting as required by the DGCL or other applicable law. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Section 1.07. Quorum. Except as otherwise required by law or by the certificate of incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.08. Voting. Every holder of record of shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his or her name on the books of the corporation (x) at the close of business on the record date for such meeting, or (y) if no record date has been fixed, at the close of business on the day next preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. All matters at any meeting at which a quorum is present, including the election of directors, shall be decided by the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless otherwise expressly provided by express provision of law or the certificate of incorporation. The stockholders do not have the right to cumulate their votes for the election of directors.

Section 1.09. Adjournment. Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of a majority of the shares of stock present in person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these bylaws shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 1.10. Organization; Procedure. The President shall preside over each meeting of stockholders. If the President is absent or disabled, the presiding officer shall be selected by the Board or, failing action by the Board, by a majority of the stockholders present in person or represented by proxy. The Secretary, or in the event of his or her absence or disability, an appointee of the presiding officer, shall act as secretary of the meeting. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the presiding officer of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding officer are appropriate for the proper conduct of such meeting.

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Section 1.11. Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and (ii) delivered to the corporation by delivery to its registered office in this State, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded within 60 days of the earliest dated consent so delivered to the corporation.

(b) If a stockholder consent is to be given without a meeting of stockholders, and the Board has not fixed a record date for the purpose of determining the stockholders entitled to participate in such consent, then: (i) if the DGCL does not require action by the Board prior to the proposed stockholder action, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii); and (ii) if the DGCL requires action by the Board prior to the proposed stockholder action, the record date shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. Every written consent to action without a meeting shall bear the date of signature of each stockholder who signs the consent, and shall be valid if timely delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii).

(c) The Secretary shall give prompt notice of the taking of an action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the corporation in accordance with the DGCL.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law or by the certificate of incorporation, the affairs and business of the corporation shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.

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Section 2.02. Number and Term of Office. The Board shall consist of three (3) directors, each of whom shall be a natural person. Each director (whenever elected) shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.13 and 2.14 of these bylaws, the directors shall be elected at each annual meeting of the stockholders.

Section 2.04. Regular Meetings. Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by resolution of the Board.

Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever called by the President or, in the event of his or her absence or disability, by any Vice President, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings. Any business may be conducted at a special meeting.

Section 2.06. Notice of Meetings; Waiver of Notice.

(a) Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action, subject to Section 2.09 of these bylaws. Notices shall be given personally, or by telephone confirmed by facsimile or email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary. Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting, and at least five days prior to the initial regular meeting affected by such resolution or other action, as the case may be.

(b) A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 2.07. Quorum; Voting. At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the certificate of incorporation or these bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

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Section 2.08. Action by Telephonic Communications. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.09. Adjournment. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of these bylaws applicable to special meetings shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.

Section 2.10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11. Regulations. To the extent consistent with applicable law, the certificate of incorporation and these bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the corporation as the Board may deem appropriate. The Board may elect from among its members a chairperson and one or more vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.

Section 2.12. Resignations of Directors. Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the President or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.

Section 2.13. Removal of Directors. Any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the corporation entitled to vote generally for the election of directors, acting at a stockholder meeting or by written consent in accordance with the DGCL and these bylaws. Any vacancy in the Board caused by any such removal may be filled at such meeting (or in the written instrument effecting the removal, if the removal was effected by consent without a meeting) by the stockholders entitled to vote for the election of the director so removed.

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Section 2.14. Vacancies and Newly Created Directorships. Except as provided in Section 2.13, any such vacancies or newly created directorships may be filled only by a vote of the stockholders at any regular or special meeting of the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

Section 2.15. Compensation. The directors shall be entitled to compensation for their services to the extent approved by the stockholders at any regular or special meeting of the stockholders. The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.

Section 2.16. Reliance on Accounts and Reports, etc. A director, as such or as a member of any committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

ARTICLE III

COMMITTEES

Section 3.01. Designation of Committees. The Board may designate one or more committees. Each committee shall consist of such number of directors as from time to time may be fixed by the Board, and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation to the extent delegated to such committee by the Board but no committee shall have any power or authority as to (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) adopting, amending or repealing any of these bylaws or (c) as may otherwise be excluded by law or by the certificate of incorporation, and no committee may delegate any of its power or authority to a subcommittee unless so authorized by the Board.

Section 3.02. Members and Alternate Members. The members of each committee and any alternate members shall be selected by the Board. The Board may provide that the members and alternate members serve at the pleasure of the Board. An alternate member may replace any absent or disqualified member at any meeting of the committee. An alternate member shall be given all notices of committee meetings, may attend any meeting of the committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified. Each member (and each alternate member) of any committee shall hold office only until the time he or she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.

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Section 3.03. Committee Procedures. A quorum for each committee shall be a majority of its members, unless the committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules and regulations adopted by the Board.

Section 3.04. Meetings and Actions of Committees. Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board and its members:

(a) Section 2.04 (to the extent relating to place and time of regular meetings);

(b) Section 2.05 (relating to special meetings);

(c) Section 2.06 (relating to notice and waiver of notice);

(d) Sections 2.08 and 2.10 (relating to telephonic communication and action without a meeting); and

(e) Section 2.09 (relating to adjournment and notice of adjournment).

Special meetings of committees may also be called by resolution of the Board.

Section 3.05. Resignations and Removals. Any member (and any alternate member) of any committee may resign from such position at any time by delivering a written notice of resignation, signed by such member, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member (and any alternate member) of any committee may be removed from such position by the Board at any time, either for or without cause.

Section 3.06. Vacancies. If a vacancy occurs in any committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present. A committee vacancy may be filled only by the Board.

ARTICLE IV

OFFICERS

Section 4.01. Officers. The Board shall elect a President and a Secretary as officers of the corporation. The Board may also elect a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and

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agents as the Board may determine. In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superceded by action by the Board. Any number of offices may be held by the same person, except that one person may not hold both the office of President and the office of Secretary. No officer need be a director of the corporation.

Section 4.02. Election. The officers of the corporation elected by the Board shall serve at the pleasure of the Board. Officers and agents appointed pursuant to delegated authority as provided in Section 4.01 (or, in the case of agents, as provided in Section 4.06) shall hold their offices for such terms as may be determined from time to time by the appointing officer. Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Compensation. The salaries and other compensation of all officers and agents of the corporation shall be fixed by the Board or in the manner established by the Board.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board. Any officer granted the power to appoint subordinate officers and agents as provided in Section 4.01 may remove any subordinate officer or agent appointed by such officer, for or without cause. Any officer or agent may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Board or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.

Section 4.05. Authority and Duties of Officers. An officer of the corporation shall have such authority and shall exercise such powers and perform such duties (a) as may be required by law, (b) to the extent not inconsistent with law, as are specified in these bylaws, (c) to the extent not inconsistent with law or these bylaws, as may be specified by resolution of the Board, and (d) to the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01.

Section 4.06. President. The President shall preside at all meetings of the stockholders and directors at which he or she is present, shall be the chief executive officer and the chief operating officer of the corporation, shall have general control and supervision of the policies and operations of the corporation and shall see that all orders and resolutions of the Board are carried into effect. He or she shall manage and administer the corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the corporation, checks, orders, contracts, leases, notes, drafts and all

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other documents and instruments in connection with the business of the corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the corporation as the conduct of the business of the corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board. The President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.

Section 4.07. Vice Presidents. If one or more Vice-Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Board or the President. In the event of absence or disability of the President, the duties of the President shall be performed, and his or her powers may be exercised, by such Vice President as shall be designated by the Board or, failing such designation, by the Vice President in order of seniority of election to that office.

Section 4.08. Secretary. Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:

(a) The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any committees thereof in books provided for that purpose.

(b) The Secretary shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by law.

(c) Whenever any committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such committee.

(d) The Secretary shall be the custodian of the records and of the seal of the corporation and cause such seal (or a facsimile thereof) to be affixed to all documents and instruments that the Board or any officer of the corporation has determined should be executed under seal, may sign (together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.

(e) The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the certificate of incorporation or these bylaws.

(f) The Secretary shall have charge of the stock books and ledgers of the corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.

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(g) The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the corporation the issuance of which shall have been authorized by the Board.

(h) The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these bylaws or as may be assigned to the Secretary from time to time by the Board or the President.

Section 4.09. Treasurer. Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the chief financial officer of the corporation and shall have the following powers and duties:

(a) The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the corporation, and shall keep or cause to be kept full and accurate records thereof.

(b) The Treasurer shall cause the moneys and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the President, or by such other officers of the corporation as may be authorized by the Board or the President to make such determinations.

(c) The Treasurer shall cause the moneys of the corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the corporation, and in such manner, as the Board or the President may determine from time to time) upon the authorized depositaries of the corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) The Treasurer shall render to the Board or the President, whenever requested, a statement of the financial condition of the corporation and of the transactions of the corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e) The Treasurer shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation.

(f) The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the corporation the issuance of which shall have been authorized by the Board.

(g) The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these bylaws or as may be assigned to the Treasurer from time to time by the Board or the President.

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ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock. The shares of the corporation shall be represented by certificates. Every holder of stock in the corporation shall be entitled to have a certificate signed by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in the name of such holder. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the certificate of incorporation and these bylaws.

Section 5.02. Facsimile Signatures. Any or all signatures on the certificates referred to in Section 5.01 of these bylaws may be in facsimile form. If any officer who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. A new certificate may be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed only upon delivery to the corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the corporation designated by the Board to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04. Transfer of Stock.

(a) Transfer of shares shall be made on the books of the corporation upon surrender to the corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law. Subject to applicable law, the provisions of the certificate of incorporation and these bylaws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the corporation.

(b) The corporation may enter into agreements with shareholders to restrict the transfer of stock of the corporation in any manner not prohibited by the DGCL.

Section 5.05. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, the corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the

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corporation shall have notice of such claim or interests. If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer, both the transferor and transferee request the corporation to do so.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Indemnification.

(a) In General. The provisions relating to indemnification, exculpation or expense advancement in the corporation’s initial by-laws, which were adopted on April 18, 2008, are hereby incorporated by reference and shall apply until the sixth (6^th) anniversary of the date hereof (or, with respect to claims for indemnification made pursuant to this sentence, until the final resolution thereof) and solely to the corporation’s current and former directors and officers or equivalent positions as of immediately prior to the Closing (collectively, the “Former Covered Persons”) with respect to claims arising out of matters, acts or omissions occurring prior to the Closing (regardless of whether any proceeding relating to any Former Covered Persons’ rights to indemnification, exculpation or expense advancement with respect to any such matters, acts or omissions is commenced before or after the date hereof); provided that other than this sentence, the provisions of this Article VI shall not apply to such Former Covered Persons in respect of matters, acts or omissions occurring prior to the Closing (it being understood that the term “Closing” shall have the meaning given to it in the Amended and Restated Share Purchase Agreement, dated as of January 31, 2014, by and among the corporation, Tribune Company and Sony Corporation of America). The corporation shall indemnify, to the full extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”) by reason of the fact that (x) such person is or was serving or has agreed to serve as a director or officer of the corporation, or (y) such person, while serving as a director or officer of the corporation, is or was serving or has agreed to serve at the request of the corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise or (z) such person is or was serving or has agreed to serve at the request of the corporation as a director, officer or manager of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:

(i) in a proceeding other than a proceeding by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, or

(ii) in a proceeding by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom.

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(b) Indemnification in Respect of Successful Defense. To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(c) Indemnification in Respect of Proceedings Instituted by Indemnitee. Section 6.01(a) does not require the corporation to indemnify a present or former director or officer of the corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is pursuant to the last sentence of Section 6.03 of these bylaws.

Section 6.02. Advance of Expenses. The corporation shall advance all expenses (including reasonable attorneys’ fees) incurred by a present or former director or officer in defending any proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. The corporation may authorize any counsel for the corporation to represent (subject to applicable conflict of interest considerations) such present or former director or officer in any proceeding, whether or not the corporation is a party to such proceeding.

Section 6.03. Procedure for Indemnification. Any indemnification under Section 6.01 of these bylaws or any advance of expenses under Section 6.02 of these bylaws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advance. Indemnification may be sought by a person under Section 6.01 of these bylaws in respect of a proceeding only to the extent that both the liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard of conduct have become final. A person seeking indemnification or advance of expenses may seek to enforce such person’s rights to indemnification or advance of expenses (as the case may be) in the Delaware Court of Chancery to the extent all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advance of expenses has not been granted within 20 days of, the submission of such request. All expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article, in whole or in part, shall also be indemnified by the corporation.

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Section 6.04. Burden of Proof.

(a) In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these bylaws, the corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the corporation (including its Board or any committee thereof, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.

(b) In any proceeding brought to enforce a claim for advances to which a person is entitled under Section 6.02 of these bylaws, the person seeking an advance need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these bylaws.

Section 6.05. Contract Right; Non-Exclusivity; Survival.

(a) The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the corporation and each director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL shall adversely affect any right or obligation of such director or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any present or former director or officer without the consent of such director or officer.

(b) The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of expenses to which a present or former director or officer of the corporation seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise.

(c) The rights to indemnification and advancement of expenses provided by this Article VI to any present or former director or officer of the corporation shall inure to the benefit of the heirs, executors and administrators of such person.

Section 6.06. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.

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Section 6.07. Employees and Agents. The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the corporation to indemnify any present or former employee or agent of the corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.08. Interpretation; Severability. Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article VI. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the corporation in the State of Delaware shall be located at the location provided in the corporation’s certificate of incorporation.

Section 7.02. Other Offices. The corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends.

(a) Subject to any applicable provisions of law and the certificate of incorporation, dividends upon the shares of the corporation may be declared by the Board at any regular or special meeting of the Board and any such dividend may be paid in cash, property, or shares of the corporation’s stock.

(b) A member of the Board, or a member of any committee designated by the Board shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

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Section 8.02. Reserves. There may be set apart out of any funds of the corporation available for dividends such sum or sums as the Board from time to time may determine proper as a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the corporation or for such other purpose or purposes as the Board may determine conducive to the interest of the corporation, and the Board may similarly modify or abolish any such reserve.

Section 8.03. Execution of Instruments. Except as otherwise required by law or the certificate of incorporation, the Board or any officer of the corporation authorized by the Board may authorize any other officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section 8.04. Voting as Stockholder. Unless otherwise determined by resolution of the Board, the President or any Vice President shall have full power and authority on behalf of the corporation to attend any meeting of stockholders of any corporation in which the corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting, or through action without a meeting. The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.

Section 8.05. Fiscal Year. The fiscal year of the corporation shall be as determined by the Board. In the absence of such determination, the fiscal year shall begin on the first Monday after the last Sunday in December each year and end on the last Sunday in the following December.

Section 8.06. Seal. The seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.07. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.

Section 8.08. Electronic Transmission. “Electronic transmission”, as used in these bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01. Amendment. These bylaws may be amended, altered or repealed at any regular or special meeting of the Board or the stockholders if, in the case of such special meeting of the stockholders only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the certificate of incorporation of the corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

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EX-3.22

Exhibit 3.22

CERTIFICATE OF FORMATION

OF

KDAF, LLC

This Certificate of Formation of KDAF, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KDAF, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.23

Exhibit 3.23

KDAF, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KDAF, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KDAF, LLC

EX-3.24

Exhibit 3.24

CERTIFICATE OF FORMATION

OF

KIAH, LLC

This Certificate of Formation of KIAH, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KIAH, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.25

Exhibit 3.25

KIAH, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KIAH, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KIAH, LLC

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

KPLR, INC.

KPLR, Inc. (the “Corporation”), a corporation organized and existing by virtue of the General and Business Corporation Law of the State of Missouri (as amended from time to time, the “GBCL”), DOES HEREBY CERTIFY AS FOLLOWS:

The date of the filing of its original Articles of Incorporation with the Secretary of State of the State of Missouri was October 9, 1953. These Amended and Restated Articles of Incorporation were duly adopted in accordance with the applicable provisions of the GBCL, and amend and restate, in their entirety, the provisions of the Corporation’s Articles of Incorporation. Provision for the making of these Amended and Restated Articles of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware dated as of July 23, 2012 confirming the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of chapter 11 of title 11 of the United States Code, as amended (the “Plan of Reorganization”).

The Corporation’s Articles of Incorporation are hereby amended and restated so as to read in its entirety as follows:

1. Name. The name of the corporation is KPLR, Inc. (the “Corporation”).

2. Registered Office and Agent. The registered office of the Corporation in the State of Missouri is located at 221 Bolivar, Jefferson City, Missouri 65101. The name of its registered agent at such address is CSC-Lawyers Incorporating Service Company.

3. Nature of Business; Purpose; Existence. The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of the State of Missouri (as amended from time to time, the “GBCL”). The Corporation is to have perpetual existence.

4. Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares, par value $0.10 per share. Pursuant to Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”), the Corporation shall not issue any non-voting capital stock of any class, series or other designation; provided, however, that the provisions of this sentence shall (i) have no further force or effect beyond what is required by Section 1123(a)(6) of the Bankruptcy Code and (ii) only have such force and effect to the extent and for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applies to the Corporation.

5. Board of Directors.

A. General. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The number of directors constituting the Board of Directors shall be determined as set forth in the Bylaws of the Corporation. The initial members of the Board of Directors shall be designated in the manner and for the terms set forth in the Plan of Reorganization.

B. Bylaws. The Board of Directors shall have power to make, alter, amend, rescind or repeal any or all of the Bylaws of the Corporation.

C. Written Ballot. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

6. Personal Liability. To the fullest extent permitted bylaw, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the GBCL is amended or any other law of the State of Missouri is adopted or amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GBCL as so amended, or such other law of the State of Missouri. Any repeal or modification of the foregoing provisions of this Article 6 by the shareholders of the Corporation or adoption of any provision of these Amended and Restated Articles of Incorporation inconsistent with this Article 6 shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal, modification or adoption of any inconsistent provision.

7. Right to Indemnification.

A. Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving, at the request of the Corporation, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Plan of Reorganization, no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise

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provided in Section C of this Article 7, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors. The Corporation hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Corporation’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of these Articles of Incorporation, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Corporation; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

B. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article 7 or otherwise.

C. Claim by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Article 7 is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the Corporation (and any undertaking required under Section B of this Article 7), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or non-officer employees or agents shall be

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made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Board of Directors.

E. Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding, in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

F. Non-Exclusivity of Rights. The rights conferred on any person by this Article 7 shall not be exclusive of any other rights which such person may have under these Articles of Incorporation of the Corporation prior to the effectiveness of these Amended and Restated Articles of Incorporation or have or hereafter acquire under any statute, provision of these Amended and Restated Articles of Incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

G. Other Indemnification. Except as provided in Article 7.A, the Corporation’s obligation under the provisions of this Article 7, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Corporation’s satisfaction of its obligations under the provisions of this Article 7.

H. Insurance. The Board of Directors may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Corporation’s expense, insurance: (i) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers, employees and agents under the provisions of this Article 7; and (ii) to indemnify or insure directors, officers, employees and agents against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article 7.

I. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 7, or adoption of any provision of these Amended and Restated Articles of Incorporation inconsistent with this Article 7, shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

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8. Amendment of the Articles of Incorporation. Subject to Article 6 and Article 7, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation, and any other provisions authorized by the laws of the State of Missouri at the time in force that may be added or inserted, in the manner now or hereafter prescribed by law. Subject to Article 6 and Article 7, all rights, preferences and privileges of whatsoever nature conferred upon shareholders, directors, officers or any other persons whomsoever by and pursuant to these Amended and Restated Articles of Incorporation in their present form or as hereafter amended are granted subject to the right reserved in this Article 8.

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IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be signed by Nils E. Larsen, its President, this 21st day of November, 2012.

KPLR, INC.
By:	/s/ Nils E. Larsen
Name:	Nils E. Larsen
Title:	President

Statement of Correction for a

General Business or Nonprofit Corporation

(submit with filing fee of $10.00)

1. The name of the corporation is KPLR, Inc. Charter #: 00081556

2. The state/country under whose laws it was organized is: Missouri

3. Type of document being corrected (or filed copy attached): Amended and Restated Articles of Incorporation

4.	The error is corrected as follows:	Article 4 of the Amended and Restated Articles of Incorporation filed on November 21, 2012
	is hereby deleted in its entirety and replaced with the attached.

5.	The reason for such correction is:	To correct a typographical error with respect to the par value of shares of capital stock of the
	Company.

6. Date the original document was filed with the Missouri Secretary of State: November 21, 2012

In Affirmation thereof, the facts stated above are true and correct:

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.00, RSMo)

/s/ David P. Eldersveld	David P. Eldersveld	Secretary	February 4, 2013
Authorized Signature	Printed Name	Title	Date

Attachment to Statement of Correction of KPLR, Inc.

4. Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares, par value $1.00 per share. Pursuant to Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”), the Corporation shall not issue any non-voting capital stock of any class, series or other designation; provided, however, that the provisions of this sentence shall (i) have no further force or effect beyond what is required by Section 1123(a)(6) of the Bankruptcy Code and (ii) only have such force and effect to the extent and for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applies to the Corporation.

EX-3.27

Exhibit 3.27

AMENDED AND RESTATED

BYLAWS

OF

KPLR, INC.

(a Missouri corporation)

(As amended and in effect as of November 21, 2012)

Article I - OFFICES

Section 1.01 Offices. KPLR, Inc., a Missouri corporation (the “Corporation”), may have offices at such places both within and without the State of Missouri as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

Article II - MEETINGS OF SHAREHOLDERS

Section 2.01 Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General and Business Corporation Law of the State of Missouri (as amended from time to time, the “GBCL”), an annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors shall designate and as may be stated in the notice of the annual meeting. Shareholders may, unless the Amended and Restated Articles of Incorporation of the Corporation (as they may be amended from time to time, the “Amended and Restated Articles of Incorporation”) otherwise provide, act by written consent to elect directors.

Section 2.02 Special Meeting. Special meetings of the shareholders may be held upon call of a majority of the members of the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of stock of the Corporation entitled to vote thereat. The business transacted at a special meeting of the shareholders shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 2.03 Date, Time and Place of Meetings. Meetings of the shareholders shall be held at such place, either within or without the State of Missouri, and on such date and at such time as the Board of Directors shall determine (or the Chairman of the Board in the absence of a designation by the Board of Directors.)

Section 2.04 Notice of Meetings, Adjournment. Notice of the place, date and time of all meetings of the shareholders shall be given in accordance with this Section 2.04 and Article V, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each shareholder entitled to vote at such meeting, except as otherwise required by law.

When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in accordance with this Section 2.04 and Article V. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 2.05 Quorum. The holders of a majority of the votes entitled to be cast by the shares of outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by law or by the Amended and Restated Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the chairman of the meeting or the shareholders holding a majority of the votes entitled to be cast thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 2.04 and Article V to each shareholder of record entitled to vote at the meeting.

Section 2.06 Action by Consent. Unless otherwise provided in the Amended and Restated Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Missouri, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of shareholders to take the action were delivered to the Corporation as provided in this Section 2.06.

Section 2.07 Shareholders Entitled to Vote; Record Date. In order that the Corporation may determine the shareholders entitled to notice of any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is first sent (by mail, electronically or otherwise in accordance with these Bylaws) by the Corporation or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote in accordance herewith at the adjourned meeting.

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In order that the Corporation may determine the shareholders entitled to express consent to any action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining shareholders entitled to express consent to any action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.08 Order of Business at Annual Meetings. At all meetings of the shareholders, the Chairman of the Board, or, in the Chairman of the Board’s absence, the Chief Executive Officer, President, or, in the absence of all of the aforementioned officers, the most senior Vice President (in accordance with Section 6.08), shall act as chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business that is not a proper matter for shareholder action or not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, the opening and closing of the voting polls, the adjournment of the meeting and the appointment of one or more inspectors to act at the meeting.

Section 2.09 Proxies. Every shareholder may authorize another person or persons to act for such shareholder by proxy in all matters in which a shareholder is entitled to participate, including waiving any notice of any meeting, voting or participating at a meeting. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if and only so long as it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.10 Voting by Fiduciaries and Pledgors. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation such pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee or such pledgee’s proxy may represent said stock and vote thereon.

Section 2.11 Method of Voting. The vote at any election or upon any question at any meeting of shareholders need not be by written ballot, except as required by law. Notwithstanding the immediately preceding sentence, the Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of shareholders, in such officer’s discretion, may require that any votes cast at such meeting

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shall be cast by written ballot. Except as otherwise provided by law, the Amended and Restated Articles of Incorporation or these Bylaws, including the provisions for the election of directors in Section 3.03, all matters shall be determined by a majority of the votes entitled to be cast by the shares of stock present in person or by proxy at the meeting and entitled to vote thereon.

Section 2.12 Shareholders List. A complete list of shareholders entitled to vote at any meeting of shareholders, for each class or series of stock entitled to vote and showing the address of each such shareholder and the number of shares registered in each such shareholder’s name, shall be open to the examination of any such shareholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting, (i) on a reasonably accessible electronic network, provided that, the information required to access such list is provided with the notice of meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. The shareholders list shall also be kept at the place of the meeting during the whole time of the meeting and shall be open to the examination of any shareholder who is present and entitled to vote at such meeting. This list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and the number of shares of each class or series held by each of them.

Article III - DIRECTORS

Section 3.01 Management of Business; Qualifications of Directors. The business of the Corporation shall be managed by or under the direction of a Board of Directors. Directors need not be shareholders or residents of the State of Missouri. All directors of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 3.02 Powers. In addition to the powers and authority expressly conferred upon the Board of Directors by law, the Board of Directors may exercise all the powers of the Corporation and do all such lawful acts and things as may be done by the Corporation which are not in violation of law, or required to be exercised or done by the shareholders under applicable law, the Amended and Restated Articles of Incorporation or these Bylaws.

Section 3.03 Number; Election; Tenure. The number of directors constituting the Board of Directors shall be the number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Except as otherwise provided by the Amended and Restated Articles of Incorporation, at each annual meeting of shareholders, directors shall be elected and hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. The vote required for election of a director by the shareholders of the Corporation shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor of or against the election of a nominee at a meeting of shareholders. A majority of the votes cast in an election of directors shall mean that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election and, unless otherwise provided by law, shares not present, “broker nonvotes” and shares voting “abstain” or “abstentions” shall not be counted as a vote cast either “for” or “against” a director’s election for purposes of determining whether a nominee for director has received a majority of the votes cast. An election shall be considered contested if as of the record date for voting there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting. In a contested election, directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election. In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall immediately tender his or her resignation, and the Board of Directors, excluding the nominee in question, shall decide whether to accept the resignation at the first regularly scheduled meeting of the Board of Directors following such meeting of shareholders.

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Section 3.04 Nomination of Directors. Subject to any limitations stated in the Amended and Restated Articles of Incorporation, nominations for the election of directors may only be made by the Board of Directors or the applicable committee of the Board of Directors established in accordance with Section 4.08, as appropriate, or by any shareholder entitled to vote in the election of directors who complies with the notice procedures set forth in Section 2.08.

Section 3.05 Removal. No director may be removed from office by the shareholders except for cause with the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote in the election of directors of the Corporation generally, voting together as a single class, and the vacancies thus created may be filled in accordance with Section 3.06.

Section 3.06 Vacancies and Increases. Except as otherwise provided by the Amended and Restated Articles of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the new directorship or the vacancy and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with the GBCL. Unless otherwise provided in the Amended and Restated Articles of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.07 Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, following receipt of notice of the resignation in accordance with this Section 3.07, the Board of Directors may, in accordance with Section 3.06, elect a successor to take office when the resignation becomes effective.

Section 3.08 Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

Article IV - MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01 Meeting of Newly Elected Board of Directors. The newly elected Board of Directors may meet at the place of the meeting at which such newly elected Board of Directors was elected, for the purpose of organization or otherwise, and no notice of such meeting to the newly elected directors shall

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be necessary in order to validly constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as may be fixed by the consent in writing of all of the newly elected directors, or upon notice as provided in Section 4.05, or without notice as provided in Section 5.02.

Section 4.02 Meetings. Regular meetings of the Board of Directors may be held at such times as shall from time to time be determined by the Board of Directors by resolution or otherwise. Special meetings of the Board of Directors shall be held only when called by the Chairman of the Board, Chief Executive Officer, President or any two directors.

Section 4.03 Place of Meetings. Except as otherwise provided in Section 4.01, meetings of the Board of Directors may be held at such place within or without the State of Missouri as shall be stated in the notice of meeting or waiver thereof or, in the case of a regular meeting of the Board of Directors, as determined by the Board of Directors by resolution or otherwise. Any member or members of the Board of Directors or of any committee may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 4.04 Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Amended and Restated Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, then a majority of the directors present may adjourn the meeting from time to time to another date, place or time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.05 Board of Directors’ Notices. At least forty-eight hours’ notice of each special meeting of the Board of Directors, stating the place, date and time for the meeting, shall be given to each director, by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, by courier such as UPS, FedEx or Airborne Express, by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail, or other electronic transmission or other similar means of transmission or by personal communication either over the telephone or otherwise, except as otherwise provided in Section 5.02. Any such notice shall be addressed, where applicable, to such director at his or her last known address as the same appears on the books of the Corporation. Notice of a meeting of the Board of Directors need not state the purpose or purposes thereof and shall be deemed given (i) when received by the director in the case of hand delivery or personal communication over the telephone or otherwise, (ii) three business days after depositing such notice in the mail in the case of delivery by mail, (iii) one business day after depositing such notice with a courier such as UPS, FedEx or Airborne Express (specifying next business day delivery) or (iv) when sent in the case of delivery by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail or other similar means of transmission. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.

Section 4.06 Director Action Without a Meeting. Unless otherwise restricted by the Amended and Restated Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing (which may be by facsimile, telecopy, electronic mail or other electronic transmission), and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 4.07 Compensation and Expenses. Directors may receive such compensation and expenses, including such compensation and expenses for attendance at meetings of the Board of Directors or any

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committee established in accordance with Section 4.08, as may be determined from time to time by the Board of Directors, provided that, nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 4.08 Committees. The Board of Directors may designate one or more committees, each consisting of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified members. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Unless the Board of Directors or such committee shall provide, the regular and special meetings of any such committee shall be governed by the provisions of this Article IV applicable to meetings and actions of the Board of Directors.

Article V - NOTICES

Section 5.01 Manner of Notices. Except as otherwise provided by law, the Amended and Restated Articles of Incorporation or these Bylaws, whenever notice is required to be given to any shareholder, director or member of any committee of the Board of Directors, such notice may be given by (i) personal delivery, (ii) depositing it, in a sealed envelope, in the United States mails, first class postage prepaid, addressed, (iii) delivering to a company for overnight or second day mail or delivery, (iv) delivering it to a telegraph company, charges, prepaid, for transmission, or by transmitting it via telecopier or (v) any other reliable means permitted by applicable law (including, subject to this Section 5.01, electronic transmission) to such shareholder, director or member, either at the address of such shareholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of shareholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these Bylaws.

Without limiting the foregoing, any notice to shareholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Corporation and shall also be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary, if any, of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these Bylaws shall be deemed given: (A) if by facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; (B) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (C) if by a posting on an electronic network, together with separate notice to the shareholder of such specific posting, upon the later of such posting and the giving of such separate notice; or (D) if by another form of electronic transmission, when directed to the shareholder.

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Section 5.02 Waivers. Whenever any notice is required to be given under applicable requirements of law or pursuant to the Amended and Restated Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent thereto. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance by a director or shareholder at a meeting shall constitute a waiver of notice of such meeting except when the director or shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Article VI - OFFICERS

Section 6.01 General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, Secretary and Treasurer. The Board of Directors may elect a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. The Board of Directors at its first meeting and after each annual meeting of shareholders shall choose a President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person, unless the Amended and Restated Articles of Incorporation or these Bylaws otherwise provide. The officers of the Corporation may sign certificates of shares for the Corporation as may be directed by the Board of Directors in accordance with Section 7.01. All officers of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 6.02 Term; Removal; Vacancy. Each officer of the Corporation shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors with or without cause. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 6.03 The Chairman of the Board. The Chairman of the Board, if there be a Chairman of the Board, shall preside at all meetings of the shareholders, of the Board of Directors and of the executive committee, if any, and shall have such other powers and duties as the Board of Directors may from time to time prescribe. The Chairman of the Board may execute contracts in the name of the Corporation and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 6.04 The Chief Executive Officer. The Chief Executive Officer of the Corporation, if any, shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the shareholders, of the Board of Directors and of the executive committee, if any, and shall designate the acting Secretary for such meetings to take the minutes thereof for delivery to the Secretary. The Chief Executive Officer may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of Chief Executive Officer.

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Section 6.05 The Chief Operating Officer. The Chief Operating Officer, if any, shall exercise all the powers and perform the duties of the office of the chief operating officer and in general have overall supervision of the operations of the Corporation. The Chief Operating Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

Section 6.06 The Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

Section 6.07 The President. The President along with the Chief Executive Officer, if any, of the Corporation shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. The President may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of President. In the absence of the Chief Executive Officer or in the event of such person’s inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

Section 6.08 The Vice Presidents. In the absence of the Chief Executive Officer or President or in the event of such persons’ inability or refusal to act, the Vice President, if there be any (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the Chief Executive Officer or President, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer or President, as the case may be. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.09 The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chief Executive Officer or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

Section 6.10 The Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant. Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event the Secretary is not able or refuses to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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Section 6.11 The Treasurer. The Treasurer shall have custody of the corporate funds and securities of the Corporation. The Treasurer shall deposit all monies and valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors or the Chief Financial Officer. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer, the President, the Chief Financial Officer or the Board of Directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer.

Section 6.12 The Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event the Treasurer is not able or refuses to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Article VII - CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 7.01 Stock Certificates. The shares of stock of the Corporation may be represented by certificates; provided that, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. The certificates for shares of stock shall be in such form as the Board of Directors may from time to time prescribe.

To the extent shares are represented by a certificate, the certificate of stock shall be signed by such officer or officers of the Corporation as may be permitted by law to sign (which signatures may be facsimiles), and shall be countersigned and registered in such manner, all as the Board of Directors may by resolution prescribe. In case any officer or officers who shall have signed or whose facsimile signature or signatures has been placed on a certificate shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been issued by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 7.02 Book-Entry Shares. Shares of the Corporation’s stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation or through a depositary (such as The Depository Trust Company). Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

Section 7.03 Transfer Agents; Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies or other qualified institutions to act as transfer agents or registrars of the stock of the Corporation. Any such bank, trust company or other qualified institution appointed to act as transfer agent or registrar of the stock of the Corporation shall transfer stock of the Corporation in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

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Section 7.04 Lost Certificates. No uncertificated shares or no certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

Section 7.05 Additional Rules and Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient, and not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. All references to stock or shares in these Bylaws shall refer to either stock or shares represented by certificates or uncertificated stock, and no such reference shall be construed to require certificated shares or to grant additional or different rights or obligations as between the holders of certificated and uncertificated stock of the Corporation.

Article VIII - MISCELLANEOUS

Section 8.01 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or any Vice President, or any other officer of the Corporation authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders or equity holders or with respect to any action of shareholders or equity holders of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities or voting interests, and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities or voting interests in such other corporation, limited liability company, partnership or entity, and to dispose of such securities.

Section 8.02 Checks and Notes. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors.

Section 8.03 Bank Deposits and Check Authorization. The funds of the Corporation shall be deposited to its credit in such banks, trust companies or other financial institutions as may be determined from time to time by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, if any, or any Vice President and the Secretary of the Corporation, evidenced by joint written action. By such joint written action, filed with the minutes of the Board of Directors, the Chairman of the Board, President, Chief Financial Officer, if any, or any Vice President together with the Secretary may authorize (i) the opening of one or more deposit accounts at any such institution and (ii) the designation of, or a change in the designation of, the officers or employees upon whose signature checks may be written or funds withdrawn on any Corporation account at any such institution, provided that, the signature of one person other than the Chairman of the Board, President or any Vice President and Secretary shall be required therefor. By the adoption of this Section 8.03, the Board of Directors adopts the form of any resolution or resolutions requested by or acceptable to any financial institution in connection with the foregoing actions, provided that, the Secretary of the Corporation (A) believes that the adoption of such resolution or resolutions is necessary or advisable and (B) files such resolution or resolutions with the minutes of the Board of Directors.

Section 8.04 Inspection of Books. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the shareholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper

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conduct of the business of the Corporation. The Board of Directors shall have power to keep the books, documents and accounts of the Corporation outside of the State of Missouri, except as otherwise expressly provided by law.

Section 8.05 Corporate Seal. The Board of Directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation.

Section 8.06 Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. In the absence of such determination, the fiscal year of the Corporation shall begin on the first Monday after the last Sunday in December each year and end on the last Sunday in the following December.

Section 8.07 Section Headings. The headings of the Articles and Sections of these Bylaws are inserted for convenience or reference only and shall not be deemed to be a part thereof or used in the construction or interpretation thereof.

Article IX - AMENDMENTS

These Bylaws may be amended, altered, or repealed and new bylaws adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at any annual or special meeting thereof, or at any meeting of the Board of Directors by a majority vote; provided, however, the affirmative vote of at least 66-2/3% of the entire Board of Directors shall be required to amend, alter or repeal Section 3.03 or this proviso of this Article IX.

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EX-3.28

Exhibit 3.28

CERTIFICATE OF FORMATION

OF

KRCW, LLC

This Certificate of Formation of KRCW, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KRCW, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.29

Exhibit 3.29

KRCW, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KRCW, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KRCW, LLC

EX-3.30

Exhibit 3.30

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF UTAH, LLC

This Certificate of Formation of Community Television of Utah, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Utah, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.31

Exhibit 3.31

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF UTAH, LLC

This Certificate of Amendment of Community Television of Utah, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is KSTU, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF UTAH, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Utah, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF UTAH, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.33

Exhibit 3.33

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF UTAH, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Utah, LLC” to “KSTU, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of KSTU, LLC (the “Company”) is effective as of April 21, 2008, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Utah, LLC” within the Agreement in their entirety and replacing such references with the following: “KSTU, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC – KSTU, LLC]

EX-3.34

Exhibit 3.34

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF UTAH LICENSE, LLC

This Certificate of Formation of Community Television of Utah License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Utah License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.35

Exhibit 3.35

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF UTAH LICENSE, LLC

This Certificate of Amendment of Community Television of Utah License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is KSTU License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF UTAH LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Utah License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF UTAH LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.37

Exhibit 3.37

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF UTAH LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Utah License, LLC” to “KSTU License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of KSTU License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Utah License, LLC” within the Agreement in their entirety and replacing such references with the following: “KSTU License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – KSTU License, LLC]

EX-3.38

Exhibit 3.38

CERTIFICATE OF FORMATION

OF

KSWB, LLC

This Certificate of Formation of KSWB, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KSWB, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.39

Exhibit 3.39

KSWB, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KSWB, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KSWB, LLC

EX-3.40

Exhibit 3.40

CERTIFICATE OF FORMATION

OF

KTLA, LLC

This Certificate of Formation of KTLA, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KTLA, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.41

Exhibit 3.41

KTLA, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KTLA, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KTLA, LLC

EX-3.42

Exhibit 3.42

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF MISSOURI, LLC

This Certificate of Formation of Community Television of Missouri, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Missouri, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.43

Exhibit 3.43

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF MISSOURI, LLC

This Certificate of Amendment of Community Television of Missouri, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is KTVI, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.44

Exhibit 3.44

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF MISSOURI, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Missouri, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF MISSOURI, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.45

Exhibit 3.45

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF MISSOURI, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Missouri, LLC” to “KTVI, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of KTVI, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Missouri, LLC” within the Agreement in their entirety and replacing such references with the following: “KTVI, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – KTVI, LLC]

EX-3.46

Exhibit 3.46

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC

This Certificate of Formation of Community Television of Missouri License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Missouri License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.47

Exhibit 3.47

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC

This Certificate of Amendment of Community Television of Missouri License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is KTVI License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.48

Exhibit 3.48

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Missouri License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.49

Exhibit 3.49

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Missouri License, LLC” to “KTVI License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of KTVI License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Missouri License, LLC” within the Agreement in their entirety and replacing such references with the following: “KTVI License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – KTVI License, LLC]

EX-3.50

Exhibit 3.50

CERTIFICATE OF FORMATION

OF

KTXL, LLC

This Certificate of Formation of KTXL, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KTXL, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.51

Exhibit 3.51

KTXL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KTXL, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2

2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KTXL, LLC

EX-3.52

Exhibit 3.52

CERTIFICATE OF FORMATION

OF

KWGN, LLC

This Certificate of Formation of KWGN, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

KWGN, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.53

Exhibit 3.53

KWGN, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is KWGN, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of KWGN, LLC

EX-3.54

Exhibit 3.54

CERTIFICATE OF FORMATION

OF

LOCAL TV, LLC

This Certificate of Formation of Local TV, LLC (the “Company”) dated as of December 11, 2006, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.55

Exhibit 3.55

SECOND AMENDED AND RESTATED LIMITED

LIABILITY COMPANY AGREEMENT

of

LOCAL TV, LLC

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

WHEREAS, the Company was originally formed under the laws of the State of Delaware by filing a certificate of formation with the Secretary of State of the State of Delaware on December 11, 2006 (the “Certificate of Formation”);

WHEREAS, the Managing Member and the other Members at the time entered into that certain Limited Liability Company Agreement of the Company, dated as of May 7, 2007 (as amended and restated on April 25, 2008, the “Amended and Restated LLC Agreement”);

WHEREAS, in connection with a reorganization of the Company’s corporate structure and pursuant to that certain Contribution Agreement, dated as of July 10, 2008, by and among the Sole Member, the Company and the then-current Members and Warrant Holder (as defined in the Amended and Restated LLC Agreement), the Sole Member has become the record and beneficial holder of all of the Class A Investor Interests and Class B Investor Interests (as defined in the Amended and Restated LLC Agreement);

WHEREAS, the Sole Member desires to simplify the capital structure of the Company and in connection therewith, desires to contribute all of its Class A Investor Interests and Class B Investor Interests in the Company to the Company in exchange for the membership interests set forth opposite its name on Schedule I; and

WHEREAS, pursuant to Section 12.1 of the Amended and Restated LLC Agreement, the Sole Member desires to amend and restate the Amended and Restated LLC Agreement as set forth herein.

NOW, THEREFORE, the Sole Member amends and restates the Amended and Restated LLC Agreement in its entirety as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

1.1 Name. The name of the Company is Local TV, LLC.

1.2 Purpose. The purpose of the Company is (i) to engage in any lawful act or activity for which limited liability companies may be organized under the Act as determined by the Sole Member and any additional members (such members, along with the Sole Member, the “Members”) and (ii) to engage in any and all activities necessary or incidental to the foregoing as determined by the Members. The Company shall have the authority to take all actions necessary or convenient to accomplish its purpose and operate its business as described in this Section 1.2.

1.3 Registered Office and Agent. The Company shall maintain a Delaware registered office and have Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, 19808 serve as the registered agent for the service of process as required by the Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Company shall promptly designate a registered agent or file a notice of change of address, as the case may be.

1.4 Principal Office. The Company shall have a single principal office which shall at all times be located within the United States. The principal office shall be located at such place as shall be designated by the Members of the Company, which may thereafter be changed from time to time.

1.5 Formation; Continuation. The Company was formed on December 11, 2006, pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-10 et seq.) (the “Delaware Act”), upon the filing of the Certificate of Formation. The Sole Member hereby agrees that the Company shall be governed by the Delaware Act and this Agreement, and the rights, duties and liabilities of the Members shall be as provided in the Delaware Act and this Agreement; provided, however, that in the event of any inconsistencies in the rights and obligations of the Members under the Delaware Act and this Agreement, then to the maximum extent permitted by the law, the terms of this Agreement shall control.

1.6 Members. The Company presently has one member. The name and the mailing address of the Sole Member is as follows:

Local TV Holdings, LLC

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

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1.7 Contribution and Exchange. The Sole Member hereby contributes 133,400,000 Class A Investor Interests and 14,171,082 Class B Investor Interests, representing all of the outstanding interests and warrants to purchase interests in the Company, to the Company in exchange for 100 membership interests in the Company, and the Company hereby cancels and terminates such Class A Investor Interests, Class B Investor Interests and the Warrant Agreement, dated as of April 25, 2008, by and among the Company, the Warrant Holders and the Members named therein.

ARTICLE II

MANAGEMENT; EXCULPATION AND INDEMNIFICATION

2.1 Management and Control of the Company Generally. The business and affairs of the Company shall be managed, operated and controlled by or under the direction of the Board of Directors of the Company (the “Company Board”). The Company Board shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company.

2.2 Powers of the Company Board. The Company Board shall have the right, power and authority, in the management of the business and the affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, as may be deemed by the Company Board to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. The power and authority of the Company Board shall include the power and authority to do the following with respect to the Company in its sole and absolute discretion:

(a) to cause the Company to employ and engage agents, employees, advisers, consultants and counsel (including any custodian, investment banker, accountant, attorney, corporate fiduciary, bank or other financial institution, or any other agents, employees or Persons who may serve in such capacity for the Company Board) and to designate, in the sole discretion of the Company Board, any employees or agents as officers of the Company, each of whom shall serve at the pleasure of the Company Board, to carry out any activities that the Company Board is authorized or required to carry out under this Agreement, as and to the extent authorized by the Company Board, including to represent the Company in its dealings with third parties, to execute any kind of document or contract on behalf of the Company, to propose, approve or disapprove of or take action for and on behalf of the Company with respect to the operations of the Company, or to undertake some or all of the general management, financial accounting and record keeping or other duties of the Company Board;

(b) to admit additional Persons as Members to the Company, to issue membership interests to such Persons or existing Members;

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(c) to terminate the employment of any employee of the Company, with or without cause, at any time;

(d) to make all decisions regarding the incurrence and payment of Expenses;

(e) to establish and maintain reserves for current or future Expenses and other liabilities of the Company (including contingent liabilities, known or unknown);

(f) to cause the Company to borrow money or to obtain credit from banks, other lending institutions or any other Person, including the Members and their Affiliates, and pursuant to loan agreements or any other type of instrument, for any purpose of the Company;

(g) to cause (i) a sale or other disposition of any portion of the Company’s business or assets or (ii) the Company to enter into any joint venture or company arrangement, or any merger, consolidation or other business combination of the Company with any Person;

(h) to acquire, own, lease, sublease, manage, hold, deal in, control or dispose of any interests or right in personal property or real property;

(i) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(j) to cause the Company to sue, file complaints and defend and participate in administrative or other proceedings, in its name;

(k) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease of any assets of the Company in the name of the Company;

(l) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company;

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(m) to make, execute, assign, acknowledge and file on behalf of the Company any and all documents or instruments of any kind which the Company Board may deem necessary or appropriate in carrying out the purposes and business of the Company; and any Person dealing with the Company Board shall not be required to determine or inquire into its authority or power to bind the Company or to execute, acknowledge or deliver any and all documents in connection therewith;

(n) to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Company, and to secure any of the obligations, contracts or liabilities of the Company, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Company;

(o) to invest funds of the Company;

(p) to qualify the Company to do business in any state, territory, dependency or foreign country; and

(q) to possess and exercise all other rights and powers incidental to any of the foregoing or to the management of the business and the affairs of the Company.

2.3 The Company Board.

(a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Sole Member, and each director elected shall hold office until his successor is elected and qualified.

(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be appointed the Sole Member.

(c) Unless otherwise provided in the Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in Section 2.3(b).

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2.4 Meetings of the Company Board.

(a) The Company Board shall hold regular meetings at such times and places as shall be deemed appropriate by the Chairman or a majority of the Directors. Any Director unable to attend in person for any reason may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. Special meetings of the Company Board may be called at any time by any Director.

(b) Unless waived by all of the Directors in writing (before or after a meeting), prior written notice, either personally, by facsimile or by U.S. mail, of any meeting of the Company Board shall be given to each Director at least two (2) Business Days before the date of such meeting, which notice shall specify the purpose of the meeting. Notice of any meeting need not be given to any Director who shall agree, either before or after such meeting, to a waiver of notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.

2.5 Committees of the Company Board. The Company Board may establish (a) an audit committee, which shall be responsible for (i) reviewing the Company’s accounting practices, (ii) recommending to the Company Board the engagement of the Company’s or any of its subsidiaries’ independent public accountant and (iii) performing such functions as are customarily performed by an audit committee, (b) a compensation committee, which(shall be responsible for (i) determining the compensation and benefits of the executive officers of the Company, (ii) establishing and administering any compensation or bonus program offered by the Company or any of its subsidiaries and (iii) performing such functions as are customarily performed by a compensation committee and (c) any other committees as it deems necessary or appropriate. Each such committee shall exercise those powers of the Company Board delegated to it by the Company Board.

2.6 Quorum; Voting. At all meetings of the Company Board a majority of the Directors shall constitute a quorum for the transaction of business and any act of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Company Board, except as may be otherwise specifically provided by statute or by the Certificate of Formation. If a quorum is not present at any meeting of the Company Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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2.7 Procedural Matters of the Company Board.

(a) Directors may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Company Board may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the actions is signed by a majority of the Directors. A written consent delivered pursuant to this Section 2.7(a) shall be filed with the minutes of the proceedings of the Company Board.

(c) The Company Board shall cause to be kept a book of minutes of all of its actions by written consent and in which there shall be recorded with respect to each meeting of the Company Board the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.

(d) The Chairman of the Company. Board (the “Chairman”) shall be elected by the Company Board and shall preside over such meeting, or, if the Chairman is unable to attend or participate in such meeting, at each meeting of the Company Board, a majority of the Directors present shall appoint any Director to preside at such meeting. The initial Chairman shall be Benjamin Diesbach. The Secretary of the Company shall act as secretary at each meeting of the Company Board. In case the Secretary shall be absent from any meeting of the Company Board, any Assistant Secretary of the Company shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any Person to act as secretary of the meeting.

2.8 WAIVER OF FIDUCIARY DUTIES OF THE DIRECTORS. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE THAT PURSUANT TO THE AUTHORITY OF SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT, THE PARTIES HERETO HEREBY ELIMINATE ANY AND ALL FIDUCIARY DUTIES A DIRECTOR MAY HAVE TO SUCH PARTIES AND HEREBY AGREE THAT THE DIRECTORS SHALL HAVE NO FIDUCIARY DUTY TO THE COMPANY OR ANY OTHER MEMBER OR OTHER PARTY TO THIS AGREEMENT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT ELIMINATE THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING, TO THE EXTENT SUCH COVENANTS ARE NOT WAIVABLE UNDER SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT. In furtherance of the

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foregoing, the parties hereto hereby agree that, (a) each Director is permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company, and in related businesses other than through the Company (an “Other Business”), and have and may develop a strategic relationship with businesses that are and may be competitive with the Company, (b) no Director will be prohibited by virtue of its investment in the Company, if any, from pursuing and engaging in any such activities, (c) no Director will be obligated to inform the Company or the other Members of any such opportunity, relationship or investment, (d) the involvement of a Director in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company, and (e) no Director shall have any duty or obligation to bring any “corporate opportunity” to the Company, regardless of whether such opportunity is, from its nature, in the line of the Company’s business, is of practical advantage to the Company or is one that the Company is financially able to undertake.

2.9 Officers.

(a) The officers of the Company shall be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Vice President, Secretary and Assistant Secretary and such other officers as shall from time to time be elected or appointed by the Company Board. Unless such officer’s term expires earlier as a result of such officer’s death, resignation or removal, each such officer shall hold the offices indicated thereon for a term expiring on the later to occur of the first meeting of the Company Board or the date upon which such officer’s successor is elected and qualified.

(b) All of the officers of the Company shall report to, and be subject to the direction and control of, the Company Board and shall have such authority to perform such duties relating to the management of the Company as designated by the Company Board or as may be provided in this Agreement.

(c) Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Company Board may from time to time designate.

(d) President. The President shall, subject to the direction of the Company Board and the Chief Executive Officer, have general supervision over the business of the Company and other duties incident to the office of President, and any other duties as may from time to time be assigned to the President by the Company Board. If there is no Chairman, the President shall preside, when present, at all meetings of stockholders and the Company Board.

(e) Vice Presidents. Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents) and Assistant Vice Presidents shall have such powers and perform such duties that may from time to time be assigned by the President or the Company Board.

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(f) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Company Board, record all the proceedings of the meetings of the Company Board in a book to be kept for that purpose and perform like duties for committees of the Company Board, when required. In the absence of the Secretary from any such meeting, an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall give, or cause to be given, notice of all special meetings of the Company Board and perform such other duties as may be prescribed by the Company Board or by the President. The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Company relating to its organization and management, see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Company Board or the President.

(g) Chief Financial Officer. The Chief Financial Officer shall have charge and custody of and be responsible for, all funds, securities and notes of the Company, receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Company Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Company Board and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Company, have the right to require from time to time reports or statements giving such information as the Chief Financial Officer may desire with respect to any and all financial transactions of the Company from the officers or agents transacting the same, render to the President or the Company Board, whenever the President or the Company Board shall require the Chief Financial Officer so to do, an account of the financial condition of the Company and of all financial transactions of the Company, disburse the funds of the Company as ordered by the Company Board and, in general, perform all duties incident to the office of Chief Financial Officer of a company and such other duties as may from time to time be assigned to the Chief Financial Officer by the Company Board or the President.

(h) Chief Operating Officer. The Chief Operating Officer, if one is elected, shall be the chief operating officer of the Company and shall be subject to the control of the Chief Executive Officer and the Company Board, The Chief Operating

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Officer shall perform all duties incident to the office of Chief Operating Officer that are not inconsistent with the express terms of this Agreement and all such other duties as may from time to time be assigned to him by the Chief Executive Officer or the Company Board or the President.

(i) The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Company Board, are agents of the Company for the purpose of operating the business of the Company, and the actions of the officers taken in accordance with such powers shall bind the Company.

(j) Any Person dealing with the Company may rely upon a certificate signed by an appropriate officer as to:

(i) the identity of any Member or officer;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the officer or in any other manner germane to the affairs of the Company;

(iii) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member.

2.10 Exculpation and Indemnification.

(a) Exculpation. An Exculpated Person shall not be liable, in damages or otherwise, to the Company or any Member for any act performed or omitted by an Exculpated Person arising out of or in connection with this Agreement, the Company’s operations or affairs, except if such act or omission constitutes willful misconduct or fraud.

(b) Indemnification. The Company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless each Indemnified Person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company or otherwise; whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such Indemnified Person is or was a Member, Affiliate, Director, officer, employee or agent of the Company, or that such Indemnified Person is or was serving at the request of the Company as a partner, member, director, officer, trustee, employee or agent of another Person, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such

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Indemnified Person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Indemnified Person if a judgment or other final adjudication adverse to such Indemnified Person establishes that his or her acts constituted willful misconduct or fraud. An Indemnified Person shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such Indemnified Person pursuant to such advice shall in no event constitute willful misconduct or fraud.

(c) Expenses. Expenses incurred by an Indemnified Person in defense or settlement of any claim or liability that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof, at the election of the Company, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be finally judicially determined that the Indemnified Person is not entitled to be indemnified hereunder.

(d) Non-Exclusivity. The indemnification provided by this Section 2.10 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Company Board or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 2.10 shall continue as to an Indemnified Person who has ceased to be a Member, officer, employee or agent (or other Person indemnified hereunder) and shall inure to the benefit of the successors, assigns, executors, administrators, legatees and distributees of such Person.

(e) Survival. The provisions of this Section 2.10 shall be a contract between the Company or the Members, as the case may be, on the one hand, and each Indemnified Person who served in such capacity at any time while this Section 2.10 is in effect, on the other hand, pursuant to which the Company, the Members and each such Indemnified Person intend to be legally bound. No repeal or modification of this Section 2.10 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. The provisions of this Section 2.10 shall survive the dissolution, liquidation and termination of the Company, as well as the termination, dissolution, liquidation or insolvency of any Indemnified Person entitled to exculpation or indemnification hereunder.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 Capital Contributions. The Members shall contribute capital to the Company from time to time as the Sole Member shall require with such capital contribution being made by the Members pro rata in accordance with their membership interests.

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3.2 Distributions. The Members will receive distributions if, upon winding up of the Company, the assets or proceeds available exceed the amount required for the payment and discharge of all of the Company’s debts and liabilities. Other than as stated above, distributions to the Members shall be in the discretion of the Sole Member. The Sole Member may, in its discretion, make distributions to a Member which may include a return of all or any part of the Member’s contribution. The Members have no right to demand or receive property other than cash from the Company in return for their capital contributions.

ARTICLE IV

MEMBERS; INTERESTS

4.1 Assignments of Interest of a Member. A Member may assign in whole or part such Member’s membership interest in the Company only with the consent of the Sole Member.

4.2 Withdrawal or Resignation. A Member may withdraw from the Company in accordance with the Act.

4.3 Admission of Additional Members. One or more additional Members of the Company may be admitted to the Company with the consent of the Sole Member or, if at such time there shall be additional Members, all of the Members.

4.4 Liability of Members.

(a) The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

(b) The Sole Member exercising management powers or responsibilities for or on behalf of the Company shall not have personal liability to the Company or its members for damages for any breach of duty in such capacity, provided that nothing in this Section 19(b) shall eliminate or limit the liability of the Sole Member if a judgment or other final adjudication adverse to the Sole Member establishes that the Sole Member’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, or that the Sole Member personally gained through such act or omission a financial profit or other advantage to which the Sole Member was not legally entitled.

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ARTICLE V

DISSOLUTION

5.1 Dissolution. The Company shall dissolve, and its affairs shall be wound up (unless the Sole Member or, if at such time there shall be additional Members, all of the Members, agree to continue the business), upon the first to occur of the following:

(a) the unanimous consent of all the Members to dissolve the Company; or

(b) the assignment, sale, transfer or other disposition, (including dispositions by operation of law) of all of the Company’s assets.

ARTICLE VI

GENERAL PROVISIONS

6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the principles of conflicts of laws of such State.

6.2 Bank Accounts. Funds of the Company shall be deposited in a Company account or accounts in the bank or banks as selected by the Company. Withdrawals from these bank accounts shall only be made by (i) the Sole Member or (ii) such other parties as may be approved by the Sole Member.

6.3 Amendments. Amendments to this Agreement may be made only with the consent of the Sole Member or, if at such time there shall be additional Members, all the Members.

6.4 Definitions.

The following defined terms used in this Agreement shall have the respective meanings specified below:

“Affiliate” of any Person shall mean any other Person who directly or indirectly Controls or is Controlled by, or under direct or indirect common Control with, such Person.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law or executive order to close.

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Exculpated Person” shall mean (i) the Company Board and any Directors, (ii) any officer of the Company, (iii) any Member and such Member’s Affiliates and (iv) any member, manager, partner, stockholder, officer, director, employee or agent of any of the foregoing.

“Expenses” shall mean all costs and expenses of the Company.

“Indemnified Person” shall mean (i) the Company Board and any Directors, (ii) any officers of the Company, (iii) any Member and such Member’s Affiliates and (iv) any employees or agents of the Company.

“Person” shall mean a corporation, an association, a partnership (general or limited), a limited liability company, a limited liability company, a business trust, an organization, or other legal entity, an individual, a government or political subdivision thereof or a governmental agency.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written.

SOLE MEMBER:
LOCAL TV HOLDINGS, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

[Signature Page to Second A&R LLC Agreement]

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Schedule I

As of July 10, 2008

Members	Number of Membership Interests
Local TV Holdings, LLC		100

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EX-3.56

Exhibit 3.56

CERTIFICATE OF INCORPORATION

OF

LOCAL TV AIRCRAFT, INC.

FIRST. The name of the corporation is Local TV Aircraft, Inc. (the “Corporation”).

SECOND. The Corporation’s registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent in charge thereof is Corporation Service Company.

THIRD. The purpose or purposes of the Corporation is to engage in any lawful act or activity for which corporations maybe organized under the General Corporation Law of the State of Delaware, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of the State of Delaware.

FOURTH. The amount of the total authorized capital stock of the Corporation shall be one hundred (100) shares of voting common stock, with a par value of $0.01 per share.

FIFTH. The name and mailing address of the incorporator as follows:

Erin Weber

Dow Lohnes PLLC

1200 New Hampshire Ave., NW

Suite 800

Washington, D.C. 20036

SIXTH. In furtherance and not in limitation of the powers conferred by statue, the Board of Directors of the Corporation shall have the following powers:

a) To adopt, and to alter or amend, the Bylaws, and to fix the amount to be reserved as working capital; and

b) With the consent in writing or pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, to dispose of, in any manner, all or substantially all of the property of this Corporation.

SEVENTH. The stockholders and directors shall have the power to hold their meeting and keep the books, documents and papers of the Corporation within or outside the State of Delaware and at such place or places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise required by the laws of the State of Delaware.

EIGHTH. The objects, purposes and powers specified in any clause or paragraph of this Certificate of Incorporation shall be in no way limited or restricted by reference to or inference from the terms of any other clause of paragraph of this Certificate of Incorporation. The objects, purposes and powers in each of the clauses and paragraphs of this Certificate of Incorporation shall be regarded as independent objects, purposes and powers. The objects, purposes and powers specified in this Certificate of Incorporation are in furtherance and not in limitation of the objects, purposes and powers conferred by statue.

NINTH. The Corporation shall have the power to indemnify its officers, directors, employees and agents, and such other persons as may be designated as seth forth in the Bylaws, to the full extent permitted by the laws of the State of Delaware. A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that the liability of a director (i) for any breach of the director’s loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit, shall not be eliminated or limited hereby.

TENTH. The Corporation shall have perpetual existence.

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The undersigned, Erin Weber, for the purpose of forming a corporation under the laws of the State of Delaware, does hereby make, file and record this Certificate of Incorporation and does hereby certify that the facts herein stated are true, and has accordingly hereunto set her hand and seal.

/s/ Erin Weber

Erin Weber, Incorporator

Date: June 4, 2010

EX-3.57

Exhibit 3.57

BYLAWS

OF

LOCAL TV AIRCRAFT, INC.

ARTICLE I

OFFICES

Section 1. The registered office of the corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware and the United States as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware or the United States, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware or the United States, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of the stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. At the annual meeting, the stockholders shall elect the Board of Directors and shall transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be called by the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such requests shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called and shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 6. Business transacted at any special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice, unless the holders of a majority of the issued and outstanding shares entitled to vote otherwise consent thereto either at the special meeting or in writing executed prior to the meeting.

Section 7. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every annual or special meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination by any stockholder for any purpose germane to the meeting during ordinary business hours, and for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held (which place shall be specified in the notice of the meeting) or (if not so specified) at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting.

Section 8. The holders of a majority of the issued and outstanding shares entitled to vote thereat, who are present in person or represented by proxy at the meeting, shall constitute a quorum at all annual and special meetings of the stockholders for the transaction of business, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally described in the notice to the stockholders. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any annual or special meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the meeting shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute, the Certificate of Incorporation or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, each stockholder shall at every annual or special meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after a period of three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock of the corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such consent shall be filed with the Secretary of the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors that constitutes the Board of Directors shall be at least one (1) and not more than ten (10). The first Board of Directors shall initially consist of the number of directors as shall be specified at the organizational meeting of the corporation or in the statement of the incorporator in lieu thereof. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders of the Common Stock at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article. Each director shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

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ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware or the United States.

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. No notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. If the stockholders fail to fix the time or place of the first meeting of the newly elected Board of Directors or if this meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the directors.

Section 3. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 4. Special meetings of the Board of Directors may be called by the Chief Executive Officer on three (3) days notice to each director, either personally, by mail (including electronic mail), by telegram or by telecopy. Such meetings shall be called by the Chief Executive Officer or Secretary in like manner and on like notice on the written request of a majority of the directors.

Section 5. At all regular and special meetings of the Board of Directors, a simple majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 6. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

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ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each consisting of two or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 2. Except as provided below, any committee, to the extent provided in the resolutions of the Board of Directors and in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. No committee, however, shall have the power or authority to amend the Certificate of Incorporation; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; or to amend these Bylaws; further, unless a resolution of the Board of Directors, these Bylaws, or the Certificate of Incorporation expressly so provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

Section 3. A committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 4. Each committee shall keep regular minutes of its meetings and shall file them with the minutes of the proceedings of the Board of Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

Section 1. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of the directors.

Section 2. The directors may be paid their expenses, if any, of attending meetings of the Board of Directors. Such payments may take the form of a fixed sum for attendance at each meeting or a stated salary as a director. Members of committees may be allowed like compensation for attending committee meetings.

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Section 3. No payment permitted under this Article VI shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE VII

OFFICERS

Section 1. The officers of the corporation shall be designated by the Board of Directors, by election, and, unless otherwise required by the General Corporation Law of the State of Delaware, may include a Chief Executive Officer, a President, a Chief Operating Officer, a Vice President, a Secretary, an Assistant Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers and agents as it deems necessary, including Vice Presidents and one or more Assistant Secretaries. Any number of offices may be held by the same person, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

Section 2. The officers of the corporation shall be elected by the Board of Directors at the Board’s first meeting and thereafter at the Board’s first meeting after each annual meeting of stockholders.

Section 3. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. The Chief Executive Officer shall be the principal executive officer of the corporation and shall have the authority over the general control and management of the business and affairs of the corporation. The Chief Executive Officer shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The Chief Executive Officer shall see that all actions taken by the Board of Directors are executed and shall perform all other duties incident to the office. This is subject, however, to the Chief Executive Officer’s right to delegate any specific power to any other officer of the corporation.

Section 6. The President and Chief Operating Officer shall have the power to perform duties that may be assigned by the Chief Executive Officer or the Board of Directors except for those duties specifically reserved for other officers. The President and Chief Operating Officer shall perform all duties incident to the office except for those duties specifically reserved for other officers.

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Section 7. In the absence of both the Chief Executive Officer and the President, or in the event of their inability or refusal to act, the Vice President (or in the event there are more than one, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. The Secretary shall attend meetings of the Board of Directors and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The Secretary shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer.

Section 9. The Assistant Secretary, or if there are more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10. The Chief Financial Officer shall have custody of the corporation’s funds and securities, shall be responsible for maintaining the corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Member. The Chief Financial Officer also shall maintain adequate records of all assets, liabilities, and transactions of the corporation and shall assure that adequate audits thereof are currently and regularly made. The Chief Financial Officer shall have all such further powers and duties as are customarily and usually associated with the position of Chief Financial Officer or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statute, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean solely personal notice, but such notice may be given in writing by mail addressed to such director or stockholder at his or her address as it appears on the records of the corporation with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same is deposited in the United States mail. Notice to directors may also be given by telegram, telecopy or electronic mail.

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Section 2. Whenever any notice is required to be given under the provisions of statute, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by an officer of the corporation, certifying the number of shares owned by the stockholder in the corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile if the certificate is manually signed on behalf of a transfer agent or a registrar (other than the corporation itself or an employee of the corporation). In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by the proper evidence of succession, assignment or authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to

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receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date that shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new date for the adjourned meeting.

Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. The corporation shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of shares. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, regardless of whether the corporation shall have express or other notice thereof, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, property, or in shares of stock, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, may think proper as a reserve or reserves for contingencies, equalizing dividends, repairing or maintaining any property of the corporation, or for such other purpose or purposes as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Annual Statements. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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Section 4. Fiscal Year. The fiscal year of the corporation shall be designated by resolution of the Board of Directors.

Section 5. Indemnification. The corporation shall have the power to indemnify its officers, directors, employees and agents of the corporation, and such other persons as designated by the Board of Directors, to the full extent as permitted under the laws of the State of Delaware.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the name of the State of Delaware. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 7. Amendments. Unless such power is reserved to the stockholders by statute, the Certificate of Incorporation or these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws adopted either by the stockholders or the Board of Directors (when such power is conferred upon the Board of Directors by the Certificate of Incorporation, and subject to repeal or change by action of the stockholders) at any annual meeting of the stockholders or regular meeting of the Board of Directors, or at any special meeting of the stockholders or the Board of Directors (if notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting), by a vote of a majority of the holders of stock having voting power present in person or represented by proxy at such meeting at which there is a quorum, or by a vote of a majority of the directors present at such meeting at which there is a quorum (whichever is applicable).

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EX-3.58

Exhibit 3.58

CERTIFICATE OF FORMATION

OF

LOCAL TV FINANCE, LLC

This Certificate of Formation of Local TV Finance, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Finance, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.59

Exhibit 3.59

OPERATING AGREEMENT OF

LOCAL TV FINANCE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Finance, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Finance, LLC effective as of the date first written above.

LOCAL TV FINANCE, LLC
By:	Local TV, LLC, as the Sole Member
	By:	/s/ Kevin G. Levy
	Name:	Kevin G. Levy
	Title:	Vice President
LOCAL TV, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

EX-3.60

Exhibit 3.60

CERTIFICATE OF INCORPORATION

OF

LOCAL TV FINANCE CORPORATION

FIRST. The name of the corporation is Local TV Finance Corporation (the “Corporation”).

SECOND. The Corporation’s registered office in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent in charge thereof is Corporation Service Company.

THIRD. The purpose or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of the State Delaware.

FOURTH. The amount of the total authorized capital stock of the Corporation shall be one hundred (100) shares of voting common stock, with a par value of $0.01 per share.

FIFTH. The name and mailing address of the incorporator are as follows:

Steven E. Blumenthal

Six Concourse Parkway

Suite 1800

Atlanta, GA 30328

SIXTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation shall have the following powers:

(a) To adopt, and to alter or amend, the Bylaws, and to fix the amount to be reserved as working capital; and

(b) With the consent in writing or pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, to dispose of, in any manner, all or substantially all of the property of this Corporation.

SEVENTH. The stockholders and directors shall have the power to hold their meetings and keep the books, documents and papers of the Corporation within or outside the State of Delaware and at such place or places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise required by the laws of the State of Delaware.

EIGHTH. The objects, purposes and powers specified in any clause or paragraph of this Certificate of Incorporation shall be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of this Certificate of Incorporation.

The objects, purposes and powers in each of the clauses and paragraphs of this Certificate of Incorporation shall be regarded as independent objects, purposes and powers. The objects, purposes and powers specified in this Certificate of Incorporation are in furtherance and not in limitation of the objects, purposes and powers conferred by statute.

NINTH. The Corporation shall have the power to indemnify its officers, directors, employees and agents, and such other persons as may be designated as set forth in the Bylaws, to the full extent permitted by the laws of the State of Delaware. A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, provided that the liability of a director (1) for any breach of the director’s loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit, shall not be eliminated or limited hereby.

TENTH. The Corporation shall have perpetual existence.

The undersigned, Steven E. Blumenthal, for the purpose of forming a corporation under the laws of the State of Delaware, does hereby make, file and record this Certificate of Incorporation and does hereby certify that the facts herein stated are true, and has accordingly hereunto set his hand and seal.

/s/ Steven E. Blumenthal

Steven E. Blumenthal, Incorporator

Date: April 11, 2008

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EX-3.61

Exhibit 3.61

BYLAWS

OF

LOCAL TV FINANCE CORPORATION

ARTICLE I

OFFICES

Section 1. The registered office of the corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware and the United States as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware or the United States, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware or the United States, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of the stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of. Directors. At the annual meeting, the stockholders shall elect the Board of Directors and shall transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be called by the Chief Executive Officer and shall be called by the Chief Executive Officer or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such requests shall state the purpose or purposes of the proposed meeting.

Section 5. Written notice of a special meeting shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called and shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 6. Business transacted at any special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice, unless the holders of a majority of the issued and outstanding shares entitled to vote otherwise consent thereto either at the special meeting or in writing executed prior to the meeting.

Section 7. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every annual or special meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination by any stockholder for any purpose germane to the meeting during ordinary business hours, and for a period of at least ten (10) days prior to the meeting either at a place within the city where the meeting is to be held (which place shall be specified in the notice of the meeting) or (if not so specified) at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting.

Section 8. The holders of a majority of the issued and outstanding shares entitled to vote thereat, who are present in person or represented by proxy at the meeting, shall constitute a quorum at all annual and special meetings of the stockholders for the transaction of business, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally described in the notice to the stockholders. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any annual or special meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the meeting shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute, the Certificate of Incorporation or these Bylaws a different vote is required, in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, each stockholder shall at every annual or special meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after a period of three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock of the corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such consent shall be filed with the Secretary of the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. The number of directors that constitutes the Board of Directors shall be at least one (1) and not more than ten (10). The first Board of Directors shall initially consist of the number of directors as shall be specified at the organizational meeting of the corporation or in the statement of the incorporator in lieu thereof. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders of the Common Stock at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article. Each director shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3. The business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.

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ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware or the United States.

Section 2. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. No notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. If the stockholders fail to fix the time or place of the first meeting of the newly elected Board of Directors or if this meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the directors.

Section 3. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 4. Special meetings of the Board of Directors may be called by the Chief Executive Officer on three (3) days notice to each director, either personally, by mail (including electronic mail), by telegram or by telecopy. Such meetings shall be called by the Chief Executive Officer or Secretary in like manner and on like notice on the written request of a majority of the directors.

Section 5. At all regular and special meetings of the Board of Directors, a simple majority of the directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 6. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors.

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ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each consisting of two or more directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 2. Except as provided below, any committee, to the extent provided in the resolutions of the Board of Directors and in these Bylaws, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. No committee, however, shall have the power or authority to amend the Certificate of Incorporation; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, exchange or other disposition of all or substantially all of the corporation’s property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; or to amend these Bylaws; further, unless a resolution of the Board of Directors, these Bylaws, or the Certificate of Incorporation expressly so provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger.

Section 3. A committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 4. Each committee shall keep regular minutes of its meetings and shall file them with the minutes of the proceedings of the Board of Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

Section 1. Unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of the directors.

Section 2. The directors may be paid their expenses, if any, of attending meetings of the Board of Directors. Such payments may take the form of a fixed sum for attendance at each meeting or a stated salary as a director. Members of committees may be allowed like compensation for attending committee meetings.

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Section 3. No payment permitted under this Article VI shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE VII

OFFICERS

Section 1. The officers of the corporation shall be designated by the Board of Directors, by election, and, unless otherwise required by the General Corporation Law of the State of Delaware, may include a Chief Executive Officer, a President, a Vice President, a Secretary, an Assistant Secretary and a Chief Financial Officer. The Board of Directors may also elect such other officers and agents as it deems necessary, including Vice Presidents and one or more Assistant Secretaries. Any number of offices may be held by the same person, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

Section 2. The officers of the corporation shall be elected by the Board of Directors at the Board’s first meeting and thereafter at the Board’s first meeting after each annual meeting of stockholders.

Section 3. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 5. The Chief Executive Officer shall be the principal executive officer of the corporation and shall have the authority over the general control and management of the business and affairs of the corporation. The Chief Executive Officer shall have power to appoint or discharge employees, agents, or independent contractors, to determine their duties, and to fix their compensation. The Chief Executive Officer shall sign all company documents and agreements on behalf of the corporation, unless the Chief Executive Officer instructs that the signing be done by some other officer, agent, or employee. The Chief Executive Officer shall see that all actions taken by the Board of Directors are executed and shall perform all other duties incident to the office. This is subject, however, to the Chief Executive Officer’s right to delegate any specific power to any other officer of the corporation;

Section 6. The President and Chief Operating Officer shall have the power to perform duties that may be assigned by the Chief Executive Officer or the Board of Directors except for those duties specifically reserved for other officers. The President and Chief Operating Officer shall perform all duties incident to the office except for those duties specifically reserved for other officers;

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Section 7. In the absence of both the Chief Executive Officer and the President, or in the event of their inability or refusal to act, the Vice President (or in the event there are more than one, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. The Secretary shall attend meetings of the Board of Directors and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The Secretary shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer;

Section 9. The Assistant Secretary, or if there are more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10. The Chief Financial Officer shall have custody of the corporation’s funds and securities, shall be responsible for maintaining the corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Member. The Chief Financial Officer also shall maintain adequate records of all assets, liabilities, and transactions of the corporation and shall assure that adequate audits thereof are currently and regularly made. The Chief Financial Officer shall have all such further powers and duties as are customarily and usually associated with the position of Chief Financial Officer or as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President and Chief Operating Officer.

ARTICLE VIII

NOTICES

Section 1. Whenever, under the provisions of the statute, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or

7

stockholder, it shall not be construed to mean solely personal notice, but such notice may be given in writing by mail addressed to such director or stockholder at his or her address as it appears on the records of the corporation with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same is deposited in the United States mail. Notice to directors may also be given by telegram, telecopy or electronic mail.

Section 2. Whenever any notice is required to be given under the provisions of statute, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IX

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Chief Financial Officer or an Assistant Treasurer, certifying the number of shares owned by the stockholder in the corporation.

Section 2. Any or all of the signatures on the certificate may be a facsimile if the certificate is manually signed on behalf of a transfer agent or a registrar (other than the corporation itself or an employee of the corporation). In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. The Board of Directors may direct that a new certificate or certificates be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates or his or her legal representative to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by the proper evidence of succession, assignment or authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date that shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new date for the adjourned meeting.

Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. The corporation shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of shares. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, regardless of whether the corporation shall have express or other notice thereof, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws.

ARTICLE X

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, property, or in shares of stock, unless otherwise provided by statute, the Certificate of Incorporation or these Bylaws. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, may think proper as a reserve or reserves for contingencies, equalizing dividends, repairing or maintaining any property of the corporation, or for such other purpose or purposes as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Annual Statements. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

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Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be designated by resolution of the Board of Directors.

Section 5. Indemnification. The corporation shall have the power to indemnify its officers, directors, employees and agents of the corporation, and such other persons as designated by the Board of Directors, to the full extent as permitted under the laws of the State of Delaware.

Section 6. Seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the name of the State of Delaware. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 7. Amendments. Unless such power is reserved to the stockholders by statute, the Certificate of Incorporation or these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws adopted either by the stockholders or the Board of Directors (when such power is conferred upon the Board of Directors by the Certificate of Incorporation, and subject to repeal or change by action of the stockholders) at any annual meeting of the stockholders or regular meeting of the Board of Directors, or at any special meeting of the stockholders or the Board of Directors (if notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such special meeting), by a vote of a majority of the holders of stock having voting power present in person or represented by proxy at such meeting at which there is a quorum, or by a vote of a majority of the directors present at such meeting at which there is a quorum (whichever is applicable).

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EX-3.62

Exhibit 3.62

CERTIFICATE OF FORMATION

OF

LOCAL TV HOLDINGS, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Local TV Holdings, LLC.

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on May 21, 2008.

/s/ Andrea Quek

Name: Andrea Quek

Title: Authorized Person

EX-3.63

Exhibit 3.63

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOCAL TV HOLDINGS, LLC

Dated as of July 14, 2008

TABLE OF CONTENTS

		Page
ARTICLE I ORGANIZATIONAL AND OTHER MATTERS			1
1.1	Formation; Continuation		1
1.2	Name		2
1.3	Principal Office		2
1.4	Registered Office and Registered Agent		2
1.5	Purposes and Powers of the Company		2
1.6	Fiscal Year		2
ARTICLE II DEFINITIONS			3
2.1	Definitions		3
2.2	Other Terms and Definitions; Rules of Construction		15
ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX MATTERS			16
3.1	Capital Contributions		16
3.2	Capital Accounts		16
3.3	No Interest		17
3.4	No Withdrawals		17
3.5	Creditors of the Company		17
3.6	Continuation for Tax Purposes		17
ARTICLE IV INVESTOR INTERESTS			17
4.1	Investor Interests in General		17
4.2	Interests		18
4.3	New Issuances		18
4.4	Certain Adjustments		19
4.5	Warrants		19
ARTICLE V ACCOUNTING MATTERS; EXPENSES			20
5.1	Method of Accounting		20
5.2	Expenses		20
ARTICLE VI DISTRIBUTIONS; ALLOCATIONS; TAX MATTERS			21
6.1	Allocation of Profits and Losses		21
6.2	Effect of Change or Transfer in Percentage Investor Interests		21
6.3	Tax and Regulatory Allocations		22
6.4	Distributions		24
6.5	Distributions in Kind		25
6.6	Pro Rata Distributions		25
6.7	Restrictions on Distributions		25

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6.8	Limitation on Allocations and Distributions to Class B Investors	25
6.9	Overriding Distribution Rules	26
6.10	Tax Matters	27
ARTICLE VII MANAGEMENT; EXCULPATION AND INDEMNIFICATION		28
7.1	Management and Control of the Company Generally	28
7.2	Powers of the Company Board	28
7.3	The Company Board	31
7.4	Meetings of the Company Board	31
7.5	Committees of the Company Board	32
7.6	Board Observer Rights	32
7.7	Quorum; Voting	33
7.8	Procedural Matters of the Company Board	33
7.9	WAIVER OF FIDUCIARY DUTIES OF THE DIRECTORS	33
7.10	Member Meetings	34
7.11	Officers	35
7.12	Incentive Plan	37
7.13	Exculpation and Indemnification	37
7.14	VCOC Participants	39
ARTICLE VIII ACCOUNTS; REPORTS TO INVESTORS		39
8.1	Books of Account; Access	39
8.2	Independent Accountants	39
8.3	Reports to Investors	39
8.4	Access to Books and Records	40
ARTICLE IX TRANSFERS		40
9.1	General Restrictions	40
9.2	Permitted Transfers	40
9.3	Conditions to Transfers	41
9.4	Effect of Permitted Transfer	42
9.5	Rights Upon Involuntary Transfers	42
9.6	Tag-Along Rights	43
9.7	Company Sale	45
9.8	Initial Public Offering	47
9.9	Holdback	48
9.10	Satisfactory Written Assignment Required	48
9.11	Bankruptcy of a Member	49
9.12	Investor Interests Held by Blocker Corporations	49
ARTICLE X OTHER RIGHTS		50
10.1	Preemptive Rights	50

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ARTICLE XI DISSOLUTION; LIQUIDATION		51
11.1	Dissolution	51
11.2	Final Accounting	51
11.3	Liquidation	52
11.4	Termination of Company	53
11.5	Liability of Company for Return of Capital Contributions	53
ARTICLE XII AMENDMENTS TO AGREEMENT		54
12.1	Amendments	54
ARTICLE XIII NOTICES		54
13.1	Method for Notices	54
ARTICLE XIV CERTAIN COVENANTS		55
14.1	Confidentiality	55
14.2	Access	56
14.3	Injunctive Relief	56
ARTICLE XV GENERAL PROVISIONS		56
15.1	Additional Members	56
15.2	FCC Consent	57
15.3	Waiver of Jury Trial	57
15.4	Governing Law	57
15.5	Power of Attorney	57
15.6	Discretion	58
15.7	Entire Agreement	58
15.8	Binding Effect	58
15.9	Counterparts	58
15.10	Severability	58
15.11	Headings	59
15.12	Waiver of Partition	59
Schedules and Exhibits:
Schedule I	Investors, Percentage Investor Interests
Schedule II	Company Board
Exhibit A	Form of Joinder to Limited Liability Company Agreement
Annex A	Warrant Agreement
Annex B	Incentive Plan

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LOCAL TV HOLDINGS, LLC

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

WHEREAS, the Company was originally formed under the laws of the State of Delaware by filing a certificate of formation with the Secretary of State of the State of Delaware on May 21, 2008 (the “Certificate of Formation”);

WHEREAS, the Company and the members at the time entered into that certain Limited Liability Company Agreement of the Company dated as of July 10, 2008 (the “Original LLC Agreement”); and

WHEREAS, in connection with a reorganization of the structure of the Company, the Company and the Members desire to amend and restate the Original LLC Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Members agree to amend and restate the Original LLC Agreement in its entirety as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

1.1 Formation; Continuation. The Company was formed on May 21, 2008, pursuant to the provisions of the Delaware Act, upon the filing of the Certificate of Formation. Each Member hereby (i) agrees that the Company shall be governed by the Delaware Act, this Agreement and the Warrant Agreement, (ii) acknowledges that it has received and reviewed a complete copy of the Warrant Agreement, (iii) agrees that, if it was not an original party to the Warrant Agreement, upon execution of this Agreement, it shall become a party to the Warrant Agreement as though an original party thereto and (iv) agrees that the rights, duties and liabilities of the Members shall, subject to the Warrant Agreement, be as provided in, the Delaware Act and this Agreement; provided,

however, that in the event of any inconsistencies in the rights and obligations of the Members under the Delaware Act and this Agreement, then to the maximum extent permitted by the law the terms of this Agreement, together with the Warrant Agreement, shall control.

1.2 Name. The name of the Company is “Local TV Holdings, LLC”. The Company’s business may be conducted under any other name or names deemed advisable by the Company Board (as defined below). Following the Termination of the Company (as defined herein), all right and interest in and to the use of the name “Local TV Holdings, LLC” and any variation thereof, including any name to which the name of the Company is changed, shall become the sole property of Oak Hill Capital Partners II, L.P., a Delaware limited partnership (“OHCP II”), and the other Members shall have no right and no interest in and to the use of any such name.

1.3 Principal Office. The principal office of the Company is at 1717 Dixie Highway #650, Ft. Wright, Kentucky, 41011, or at such other location as may be selected from time to time by the Company Board. The Company shall keep its books and records at its principal office. The Company Board shall give prompt notice to each Member of any change in the location of the Company’s principal office.

1.4 Registered Office and Registered Agent. The street address of the registered office of the Company in the State of Delaware is at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808 or such other place in the State of Delaware as may from time to time be designated by the Company Board in accordance with the Delaware Act, and the Company’s registered agent at such address is Corporation Service Company.

1.5 Purposes and Powers of the Company.

(a) The Company shall have as its purposes: (i) the operation of broadcast television stations and related web sites; (ii) any and all businesses and activities directly related, incidental or ancillary thereto; and (iii) carrying on any lawful business, purpose or activity permitted under the Delaware Act.

(b) The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Company Board pursuant to this Agreement, including Article VIII hereof.

1.6 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year (the “Fiscal Year”), and shall be the same for Company accounting and federal income tax purposes unless otherwise required by the Code. The Fiscal Year of the Company may be changed by the Company Board.

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ARTICLE II

DEFINITIONS

2.1 Definitions. The following defined terms used in this Agreement shall have the respective meanings specified below:

“Additional Investor Interests” has the meaning set forth in Section 10.1(a).

“Advance Amount” has the meaning set forth in Section 5.2.

“Affiliate” of any Person shall mean any other Person who directly or indirectly Controls or is Controlled by, or under direct or indirect common Control with, such Person.

“Agreement” shall mean this Limited Liability Company Agreement, as the same may be further amended, supplemented, restated or otherwise modified from time to time.

“Appointed Officer” has the meaning set forth in Section 6.3(h).

“Attribution Rules” shall mean the ownership attribution rules of the FCC, including, but not limited to, those in 47 C.F.R. §73.3555, or arising out of the Communications Act, all as the same may be amended or supplemented from time to time.

“Bankruptcy” of a Member shall mean: (i) the filing by a Member of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or a Member’s filing an answer consenting to or acquiescing in any such petition; (ii) the making by a Member of any assignment for the benefit of its creditors; or (iii) the expiration of sixty (60) days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for the assets of a Member, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty-day period.

“Blocker Corporations” means Local TV A, Local TV B, LTV A, LTV B, LTV C and LTV D.

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“Blocker Securities” has the meaning set forth in Section 9.12.

“Board Observer” has the meaning set forth in Section 7.6.

“Book Basis” of any asset of the Company shall mean the adjusted basis for United States federal income tax purposes of such asset, except in the case of any asset contributed by an Investor to the Company or any asset owned by the Company on the date of a Revaluation, in which case Book Basis shall mean the Fair Market Value of such asset on the date of such contribution or Revaluation as subsequently adjusted (e.g., for Depreciation) in accordance with United States federal income tax principles.

“Business” means the business of operating broadcast television stations.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law or executive order to close.

“Capital Account” has the meaning set forth in Section 3.2.

“Capital Contribution” means any asset or property of any nature contributed by (i) a Member to the Company pursuant to the provisions of this Agreement with respect to the Interests held by such Member or (ii) a Warrant Holder to the Company pursuant to the provisions of the Warrant Agreement with respect to the Interests underlying the Warrants held by such Warrant Holder.

“Certificate of Formation” has the meaning set forth in the preamble.

“Chairman” has the meaning set forth in Section 7.8(d).

“Class A Interests” means the Class A Interests of the Company.

“Class A Investor Interests” means the Class A Interests and the Class A Warrants.

“Class A Investors” means those Investors who hold Class A Investor Interests, in their capacity as such.

“Class A Warrants” means the warrants directly or indirectly exercisable for Class A Interests that may be issued by the Company from time to time.

“Class B Interests” means the Class B Interests of the Company, which shall include the Class B-1 Interests and Class B-2 Interests of the Company. References to Class B Interests shall mean the Class B-1 Interests or the Class B-2 Interests, as the context requires.

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“Class B-1 Interests” means Class B Interests of the Company issued prior to the date hereof.

“Class B-2 Interests” means Class B Interests of the Company issued on or subsequent to the date hereof.

“Class B Investor Interests” means the Class B Interests and the Class B Warrants.

“Class B Investors” means those Investors who hold Class B Investor Interests, in their capacity as such.

“Class B Tax Amount” means, with respect to a Class B Investor for a Fiscal Year, an amount equal to the lesser of (A) the product of the cumulative historic taxable income allocated to such Class B Investor pursuant to this Agreement (other than any taxable income allocated to such Class B Investor pursuant to Section 6.3(h) and after taking into account any taxable loss so allocated to such Class B Investor) for all Fiscal Years, or portions thereof, ending on or before or which includes such current Fiscal Year multiplied by the Class B Tax Rate, or (B) the product of the taxable net income allocated to such Class B Investor pursuant to this Agreement (other than any taxable income allocated to such Class B Investor pursuant to Section 6.3(h)) for such Fiscal Year multiplied by the Class B Tax Rate.

“Class B Tax Rate” for a taxable year means the highest marginal individual U.S. federal rates imposed by Section 1 of the Code and by the equivalent provisions of state and local individual income tax law applicable to an individual resident of Kentucky (or such other jurisdiction selected by the Company Board in its discretion for such taxable year), and giving effect to the benefits of the deductibility of state or local income taxes, if available.

“Class B Warrants” means the warrants directly or indirectly exercisable for Class B Interests that may be issued by the Company from time to time.

“Class B-1 Investor Interests” means Class B Investor Interests issued prior to the date hereof.

“Class B-2 Investor Interests” means Class B Investor Interests issued on or subsequent to the date hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Communications Act” shall mean the Communications Act of 1934, as amended from time to time.

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“Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Company Board” has the meaning set forth in Section 7.1.

“Company Minimum Gain” has the meaning set forth in § 1.704-2(b)(2) of the Treasury Regulations and shall be determined in accordance with § 1.704-2(d) of the Treasury Regulations.

“Company Sale” shall mean (i) a sale of all or substantially all of the assets of the Company in one transaction or a series of related transactions, or (ii) a direct or indirect acquisition of the Majority Voting Power in the Company (whether by merger, consolidation, sale or Transfer of any or all of the Investor Interests) in one transaction or a series of related transactions; provided, that a transaction that results in the holders of the Majority Voting Power immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting equity of the successor or surviving entity) the Majority Voting Power of the Company or comparable voting equity of the surviving or successor entity outstanding immediately after such transaction shall not constitute a Company Sale.

“Confidential Information” has the meaning set forth in Section 14.1(a).

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“Default Funding” has the meaning set forth in Section 5.2.

“Defaulting Investor” has the meaning set forth in Section 5.2.

“Delaware Act” shall mean the Delaware Limited Liability Company Act (6 Del. C. § 18-10 et seq.).

“Depreciation” shall mean, with respect to any period, all deductions attributable to depreciation or cost recovery with respect to any assets of the Company, or amortization of the cost of any intangible property or other assets acquired by the Company that have a useful life exceeding one year.

“Director” has the meaning set forth in Section 7.3(a).

“Dissolution Event” has the meaning set forth in Section 11.1.

“Dragged Investors” has the meaning set forth in Section 9.7(a).

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“Dragged Percentage” has the meaning set forth in Section 9.7(a).

“Equity Securities” means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, Interests, interest in a joint venture, or certificate of interest in a business trust; or any security convertible, with or without consideration, into such a security or any other security carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right, including any Warrant; or any put, call, straddle, or other option or privilege of buying such a security from or selling from or selling such a security to another without being bound to do so, and in any event includes any security having the attendant right to vote for directors or similar representatives.

“Exculpated Person” shall mean (i) any Member and such Member’s Affiliates and (ii) any member, manager, partner, stockholder, officer, director, employee or agent of any of the foregoing.

“Existing Investor” means any Investor that became an Investor prior to the date hereof.

“Expenses” shall mean all costs and expenses of the Company.

“Extraordinary Distribution” means any distribution pursuant to Section 6.4 of this Agreement (other than distributions pursuant to the last sentence of Section 6.4) made on account of a recapitalization or otherwise, to the extent that the Company Board determines, in its reasonable discretion, that such distribution is extraordinary.

“Fair Market Value” shall mean the price at which property would likely be sold in an arm’s-length transaction between a willing and able buyer under no compulsion to buy and a willing and able seller under no compulsion to sell, as determined in good faith by the Company Board.

“Family Member” has the meaning set forth in Section 9.2(b).

“FCC” shall mean the Federal Communications Commission or any successor agency.

“Fiscal Year” has the meaning set forth in Section 1.6.

“GAAP” shall mean generally accepted accounting principles in the United States, consistently applied for the periods involved.

“Geolo” means Geolo P Investors, L.L.C., a Delaware limited liability company.

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“Geolo Permitted Trust” has the meaning set forth in Section 9.2(c).

“Incentive Plan” has the meaning set forth in Section 7.12.

“Incremental Distribution Threshold” means, with respect to each series of Class B-2 Investor Interests other than the Initial Class B-2 Investor Interests, the amount that the Initial Class B-2 Investor Interests would be entitled to receive if, immediately prior to the issuance of such other series of Class B-2 Investor Interests, the Company was liquidated at Fair Market Value and the proceeds distributed pursuant to Section 11.3(c).

“Indebtedness” shall mean, as to any Persons as of any date of determination, without duplication, (i) all indebtedness of such Person for borrowed money and (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments.

“Indemnified Person” shall mean (i) any Member and such Member’s Affiliates and (ii) any directors, officers, employees or agents of the Company.

“Initial Class B-2 Investor Interest” means each Class B-2 Investor Interest issued on the date hereof.

“Initial Public Offering” shall mean the initial underwritten public offering by the Company (or any corporate successor of the Company) of its Interests (or a successor security) pursuant to a registration statement (other than a registration statement relating solely to an employee benefit plan) that has been filed under the Securities Act and declared effective by the United States Securities and Exchange Commission.

“Interest Consideration” has the meaning set forth in Section 4.3.

“Interests” shall mean, collectively, the Class A Interests and the Class B Interests.

“Investor Interests” shall mean, collectively, the Class A Investor Interests and the Class B Investor Interests.

“Investor Minimum Gain” means “partner nonrecourse debt minimum gain,” as defined in §1.704-2(i)(2) of the Treasury Regulations, and shall be determined in accordance with § 1.704-2(i)(3) of the Treasury Regulations.

“Investor Nonrecourse Debt” has the meaning set forth in § 1.704-2(b)(4) of the Treasury Regulations.

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“Investor Nonrecourse Deductions” has the meaning set forth in § 1.704-2(i)(1) of the Treasury Regulations and shall be determined in accordance with § 1.704-2(i)(2) of the Treasury Regulations.

“Investors” means, collectively, the Members and the Warrant Holders.

“Involuntary Transfer” shall mean a Transfer of Investor Interests as a result of the death, divorce, permanent disability or bankruptcy (voluntary or involuntary) of an Investor.

“Liquidator” has the meaning set forth in Section 11.3(c).

“Local TV” means Local TV, LLC, a Delaware limited liability company.

“Local TV A” means Local TV B-Corp A, Inc., a Delaware corporation.

“Local TV Agreement” means the Amended and Restated Limited Liability Company Agreement of Local TV, LLC, dated as of April 25, 2008.

“Local TV B” means Local TV B-Corp B, Inc., a Delaware corporation.

“LTV A” means OHCP III LTV A, LLC, a Delaware limited liability company.

“LTV B” means OHCP III LTV B, LLC, a Delaware limited liability company.

“LTV C” means OHCP III LTV C, Inc., a Delaware corporation.

“LTV D” means OHCP III LTV D, Inc., a Delaware corporation.

“Majority Vote” means the affirmative vote of Members holding more than 50% of the Interests outstanding.

“Majority Voting Power” shall mean, with respect to any Person, the power to elect a majority of the board of directors or other similar body of such Person and, in the case of a company, the ability to Control such company as managing member (or other equivalent status) of such company.

“Media or Common Carrier Company” shall mean any Person in which the Company has made an equity or debt investment that, directly or indirectly, owns, controls or operates a broadcast radio or television station licensed by the FCC, a U.S. cable television system, a “daily newspaper” (as such term is defined in 47 C.F.R. § 73.3555 of the Ownership Rules) or any other communications facility the ownership or operation of which is subject to regulation by the FCC under (i) the Communications Act; (ii) the Attribution Rules; or (iii) the Ownership Rules.

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“Member” means each Person identified as a Member on Schedule I as of the date hereof who has executed this Agreement or a counterpart hereof and each Person who may hereafter be admitted as a Member in accordance with the terms of this Agreement. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company. The term “Member” shall not include any Warrant Holder, in its capacity as a holder of Warrants.

“New Investors” means LTV A, LTV B, LTV C, LTV D, Geolo and, to the extent of any contribution made on the date hereof, OHCP II, OHCMP, Local TV A and Local TV B.

“Nonrecourse Deductions” has the meaning set forth in § 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for any Fiscal Year or other period equals the excess, if any, of the net increase in the amount of Company Minimum Gain during such Fiscal Year or other period over the aggregate amount of any distributions during such Fiscal Year or other period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with § 1.704-2(c) of the Treasury Regulations.

“Nonrecourse Liability” has the meaning set forth in § 1.704-2(b)(3) of the Treasury Regulations.

“Oak Hill Investors” means OHCP II, OHCMP, Local TV A, Local TV B, LTV A, LTV B, LTV C and LTV D, collectively.

“Oak Hill Seller” has the meaning set forth in Section 9.5(a).

“Offer Period” has the meaning set forth in Section 9.5(b).

“Offered Investor Interests” has the meaning set forth in Section 9.5(a).

“Offered Price” has the meaning set forth in Section 9.5(a).

“Offered Tag-Along Sale Investor Interests” has the meaning set forth in Section 9.6(b).

“OH Parent” means, as to Local TV A, Oak Hill Capital Partners II (Cayman), L.P., as to Local TV B, Oak Hill Capital Partners Il (Cayman II), L.P., as to LTV C, Oak Hill Capital Partners III (AIV I), L.P., and as to LTV D, Oak Hill Capital Partners III (AIV II), L.P.

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“OHB Holder” means any OH Parent or other holder of Equity Securities of a Blocker Corporation.

“OHCMP” means Oak Hill Capital Management Partners II, L.P., a Delaware limited partnership.

“OHCP II” has the meaning set forth in Section 1.2.

“Other Business” has the meaning set forth in Section 7.9.

“Ownership Rules” shall mean ownership limitations and restrictions arising out of the Communications Act and the multiple and cross-ownership rules of the FCC including, but not limited to, 47 C.F.R. §73.3555, and any other regulations or written policies of the FCC which limit or restrict ownership in Media and Common Carrier Companies, all as the same may be amended or supplemented from time to time.

“Percentage Investor Interest” shall mean, as of any date of determination with respect to each Investor, the percentage interest (expressed as a percentage) identified on Schedule I hereto, as adjusted from time to time pursuant to this Agreement. The percentage referenced in the preceding sentence shall be determined (a) by dividing (x) the total number of Investor Interests held by such Investor as of such date by (y) the total number of Investor Interests outstanding as of such date and (b) for purposes of clause (a) (except for purposes of Sections 6.1 and 6.3) without regard to any Class B Investor Interest that is not vested as of the date of determination pursuant to the terms of the Incentive Plan or any award agreement thereunder. For the avoidance of doubt, for purposes of calculating Percentage Investor Interest, Investor Interests represented by the Warrants shall be treated on an as exercised basis.

“Permitted Transfer” shall have the meaning set forth in Section 9.2.

“Permitted Transferees” shall have the meaning set forth in Section 9.2.

“Permitted Trust” shall have the meaning set forth in Section 9.2(b).

“Person” shall mean a corporation, an association, a partnership (general or limited), a limited liability company, a limited liability company, a business trust, an organization, or other legal entity, an individual, a government or political subdivision thereof or a governmental agency.

“Preemptive Offer” shall have the meaning set forth in Section 10.1(b).

“Prime Rate” shall mean a fluctuating interest rate per annum equal at all times to the interest rate published from time to time in the Wall Street Journal.

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“Profits” and “Losses” for any Fiscal Year of the Company, or any portion thereof, shall mean the taxable income or loss for federal income tax purposes of the Company, as the case may be, for such Fiscal Year, or any portion thereof, with the following adjustments: (i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing taxable income or loss pursuant to this definition shall be added to such taxable income or loss; (ii) any expenditures of the Company described in § 705(a)(2)(B) of the Code (including expenditures treated as described in § 705(a)(2)(B) of the Code under Treasury Regulations § 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing taxable income or loss pursuant to this definition shall be subtracted from such taxable income or loss; (iii) items of income, gain, deduction or loss specially allocated pursuant to Regulatory Allocations shall not be taken into account in determining Profits and Losses; and (iv) with respect to items relating to any asset the Book Basis of which differs from its Tax Basis, as described in the following sentence. For purposes of computing Profit or Loss, (A) the amount of gain or loss with respect to the disposition of any such asset shall be determined by the difference between the amount realized with respect to such disposition and such asset’s Book Basis, (B) if the Book Basis of any such asset is adjusted pursuant to a Revaluation under Section 6.3(j), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset, and (C) the amount of depreciation, amortization or cost recovery deductions with respect to such asset shall for purposes of determining Profit and Loss be an amount which bears the same ratio to the Book Basis of such asset as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to the Tax Basis of such asset (provided, that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the Company Board may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profit and Loss).

“Profits Interest” means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures, provided that all Members, whether parties hereto as of the date hereof or subsequently admitted, consent that the Company may take all actions, including amending this Agreement, necessary or appropriate to cause the Class B Investor Interests to be treated as Profits Interests for all United States federal income tax purposes, to be valued based on liquidation value or similar principles and to permit allocations of income to be made to Investors to be respected even if such interests are subject to risk of forfeiture, including any action required by the Company under Revenue Procedure 2001-43, unless superseded by Notice 2005-43, in which case, such consent shall allow the Company to take any and all actions as may be necessary or desirable pursuant to such notice, final or temporary regulations that may be promulgated to bring into effect the Proposed Treasury Regulations (Prop. Treas. Reg. §§ 1.83-3, 1.704-1, 1.706-3, 1.707-1, 1.721-1, 1.761-1) set forth in the notice of proposed rulemaking (REG–105346–03), and any similar or related authority.

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“Prohibited Securities” shall mean the securities of any Media or Common Carrier Company.

“Proportionate Percentage” has the meaning set forth in Section 10.1(a).

“Qualified Income Offset Amount” has the meaning set forth in Section 6.3(a).

“Regulatory Allocations” has the meaning set forth in Section 6.3(i).

“Requisite Percentage” has the meaning set forth in Section 9.6(b).

“Revaluation” has the meaning set forth in Section 6.3(j).

“Securities” shall mean securities and other financial instruments of United States and foreign entities, now existing or hereafter created, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate (including real estate investment trusts) and real estate-related assets; bonds, notes, loans, bills, debentures (whether subordinated, convertible or otherwise); currencies; interest rate, currency, commodity, equity and other derivative products, including, (i) futures contracts (and options thereon) relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) swaps, options, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; equipment lease certificates; equipment trust certificates; loans, accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds; money market funds; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; banker’s acceptances; trust receipts; and other obligations and instruments or evidences of indebtedness of whatever kind of nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable; or such other instruments identified by the Company Board.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Selling Investor” has the meaning set forth in Section 9.5(a).

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“Subsequent Class B-2 Investor Interest” has the meaning set forth in Section 11.3(c).

“Successor Corporation” has the meaning set forth in Section 9.8.

“Suspended Distribution” has the meaning set forth in Section 6.4(b).

“Tag-Along Investors” has the meaning set forth in Section 9.6(a).

“Tag-Along Notice” has the meaning set forth in Section 9.6(a).

“Tag-Along Rights” has the meaning set forth in Section 9.6(a).

“Tag-Along Sale” has the meaning set forth in Section 9.6(a).

“Tax Amount” means, with respect to a Class A Investor for a Fiscal Year, an amount equal to the lesser of (A) the product of the cumulative historic taxable income allocated to such Investor pursuant to this Agreement (other than any taxable income allocated to such Investor pursuant to Section 6.3(h) and after taking into account any taxable loss so allocated to such Investor) for all Fiscal Years, or portions thereof, ending on or before or which includes such current Fiscal Year multiplied by the Tax Rate, or (B) the product of the taxable net income allocated to such Investor pursuant to this Agreement (other than any taxable income allocated to such Investor pursuant to Section 6.3(h)) for such Fiscal Year multiplied by the Tax Rate.

“Tax Matters Partner” has the meaning set forth in Section 6.10(a)(i).

“Tax Rate” shall mean the greater of (i) the highest marginal corporate U.S. federal rates imposed by Section 11 of the Code and by the equivalent provisions of state and local corporate income and franchise tax law (taking into account the allocation and apportionment of the Company’s income to each state and/or locality to which the Company’s income is ultimately allocated or apportioned) or (ii) the highest marginal individual U.S. federal rates imposed by Section 1 of the Code and by the equivalent provisions of state and local individual income tax law applicable to an individual resident of New York City, in both cases giving effect to the benefits of the deductibility of state income taxes, if available.

“Tax Returns” shall mean all reports and returns (including information returns, estimated returns and claims for refund) with respect to Taxes.

“Taxes or taxes” shall mean all taxes imposed by any governmental entity anywhere in the world, including, without limitation, income, gross receipts, windfall profits, value added, severance, property, production, sales, use, license, excise, franchise, employment, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

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“Termination” shall mean the date of the cancellation or withdrawal of the Certificate following the end of the Winding Up Period by the filing of a Certificate of Cancellation of the Company in the Office of the Secretary of State of the State of Delaware.

“Third Party Purchaser” has the meaning set forth in Section 9.7(a).

“Transfer” shall mean any sale, assignment, exchange, transfer, pledge, hypothecation, mortgage, encumbrance or other disposition of all or any portion of an interest in the Company.

“Transfer Notice” has the meaning set forth in Section 9.5(a).

“Treasury Regulations” shall mean the Treasury regulations promulgated under the Code, as amended from time to time.

“UCC” has the meaning set forth in Section 4.2.

“Warrant Agreement” means the warrant agreement, dated as of July 10, 2008, by and among the Company, the Warrant Holders and the Members signatories thereto and attached hereto as Annex A, as may be amended from time to time.

“Warrant Consideration” has the meaning set forth in Section 4.5(a).

“Warrant Holders” means each Person identified as a Warrant Holder on Schedule I as amended from time to time.

“Warrants” means the Class A Warrants and Class B Warrants.

“Winding Up Period” shall mean the period from the Dissolution Event to the Termination of the Company.

2.2 Other Terms and Definitions; Rules of Construction. Certain additional capitalized terms used in this Agreement shall have the meanings specified throughout this Agreement. Whenever in this Agreement, the singular number is used, the same shall include the plural where appropriate (and vice versa), words of any gender shall include each other gender where appropriate, and the neuter gender shall include the feminine and masculine genders where appropriate. As used in this Agreement, the following words shall have the meanings indicated: (a) “or” shall mean “and/or;” and (b) “including” or “include” shall mean “including without limitation.” Any calculations that require a determination of the number of Investor Interests (including, Percentage Investor Interest, Tag-Along Sale, Requisite Percentage, Dragged Percentage and Proportionate Percentage) shall be made assuming the exercise of the Warrants (but in the case of the Class B Warrants, only to the extent of the vested portion of the Class B Warrants).

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ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX MATTERS

3.1 Capital Contributions.

(a) On the date hereof, each New Investor has made the Capital Contribution set forth next to such Person’s name on Schedule I. If a Member is admitted to the Company pursuant to the terms of this Agreement subsequent to the date hereof, or a Warrant Holder is issued a Warrant pursuant to the terms of the Warrant Agreement subsequent to the date hereof, then any Capital Contribution made by such Member at the time such Member is admitted to the Company, or made upon the effective date such Warrant Holder enters into the Warrant Agreement, shall be described in Schedule I which Schedule shall be amended by the Company Board to reflect such Capital Contribution. Subject to Section 5.2, a Member shall not be required to make any additional Capital Contributions to the Company without the consent of such Member.

(b) Except as specifically set forth in this Agreement, no Member shall have the right to withdraw from the Company or be released from this Agreement, as applicable, or to demand a return of all or a portion of its Capital Contributions during the term of the Company.

3.2 Capital Accounts. The Company shall maintain for each Investor a separate capital account (each, a “Capital Account”) in accordance with this Section 3.2. Each Investor’s Capital Account shall be maintained in accordance with the following provisions:

(a) The current balance of each Existing Investor’s Capital Account is set forth next to such Person’s name on Schedule I.

(b) The Capital Account shall be increased by (i) the amount of cash contributed to the Company by such Investor as a Capital Contribution, (ii) the Fair Market Value (net of liabilities that the Company is considered to assume or take subject to under Section 752 of the Code) of any property (other than cash) contributed to the capital of the Company by such Investor (as determined in good faith by the Company Board), if applicable, (iii) the amount of any Profits allocated to such Investor pursuant to Section 6.2 and (iv) the amount of any income or gain allocated to such Investor pursuant to the Regulatory Allocations of Section 6.3.

(c) The Capital Account shall be decreased by (i) the amount of cash distributed by the Company to such Investor, (ii) the Fair Market Value (net of liabilities that such Investor is considered to assume or take subject to under Section 752 of the Code) of any property (other than cash) distributed by the Company to such Investor (as determined in good faith by the Company Board), (iii) the amount of Losses allocated to such Investor pursuant to Section 6.2 and (iv) the amount of any loss or deduction allocated to such Investor pursuant to the Regulatory Allocations in Section 6.3.

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(d) If all or a portion of an Investor Interest is transferred in accordance with the terms of this Agreement or the Warrant Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account relates to the transferred Investor Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b)(2)(iv) of the Regulations and shall be interpreted and applied in a manner consistent with such Regulations.

3.3 No Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Capital Accounts.

3.4 No Withdrawals. No Member shall be entitled to (i) withdraw any part of such Member’s Capital Contribution or such Member’s Capital Account, (ii) receive any distribution from the Company, except as provided in Article VI (Distributions; Allocations; Tax Matters) and Article XI (Dissolution; Liquidation), or (iii) receive property other than cash in return for such Member’s Capital Contributions. No Member shall be permitted to withdraw from the Company or release itself from this Agreement, as applicable, unless such Member makes a Transfer in accordance with Article IX (Transfers) or makes a Permitted Transfer, in either case, of all of such Member’s Interests, and unless each transferee of such Interests has been admitted to the Company as a Member. No unrepaid Capital Contribution shall be deemed or considered to be a liability of the Company or any Member.

3.5 Creditors of the Company. No creditor of the Company will have or shall acquire at any time any direct or indirect interest in the profits, capital, or property of the Company other than as a secured creditor as a result of making a loan to the Company.

3.6 Continuation for Tax Purposes. It is the intent of the Members that the Company will be treated as a continuation (within the meaning of Section 708 of the Code) of Local TV for federal income tax purposes.

ARTICLE IV

INVESTOR INTERESTS

4.1 Investor Interests in General. The Company Board shall maintain a schedule of all Members and Warrant Holders from time to time, their respective

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mailing addresses and the Interests and/or Warrants held by them (as the same may be amended, modified or supplemented from time to time, a copy of which as of the date hereof is attached as Schedule I hereto).

4.2 Interests.

(a) The Company is authorized to issue equity interests in the Company designated as “Interests” which shall constitute limited liability company interests under the Delaware Act. ‘The capital structure of the Company shall initially consist of the Class A Interests and Class B Interests set forth on Schedule I hereto, having the powers, preferences, rights, qualifications, limitations and restrictions as set forth herein and, in the case of the Class B Interests, subject to the Incentive Plan, as amended from time to time. The Company is authorized to (i) issue other or additional Interests from time to time, having the powers, preferences, rights, qualifications, limitations and restrictions (which may differ from those of any and all other Interests then outstanding) set forth herein, and (ii) to amend this Agreement to reflect the terms of such other or additional Interests. The holders of record of any Interests issued and outstanding shall be as reflected in the Company’s books and records. The number of Class A Interests authorized as of the date hereof shall be 1,000,000,000. The number of Class B Interests authorized as of the date hereof shall be 60,332,373.

(b) The Members shall have no interest in the Company other than the interests conferred by this Agreement and represented by the Interests, which shall be deemed to be personal property giving only the rights conferred by this Agreement. Each Interest shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) to the extent permitted by applicable law and not inconsistent with Article 8 of the Delaware UCC (defined below) or Article 8 of the Uniform Commercial Code of any other applicable jurisdiction. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 8-101, et seq.) (the “UCC”), such provision of Article 8 of the UCC shall control.

4.3 New Issuances. The Company is authorized to issue Interests to any Person at such price per Interest as may be determined by the Company Board, and in exchange for contributions of cash or property, the provision of services or such other consideration (collectively, “Interest Consideration”), as may be determined by the Company Board. The number of Interests issued to Members shall be listed in the Company records of the Company, which shall be amended from time to time as required to reflect issuances of Interests to new Members, changes in the number of Interests held by Members and to reflect the addition or cessation or withdrawal of Members. The number of Interests held by each Member shall not be affected by any (i) issuance by the

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Company of Interests to other Members or Warrants to Warrant Holders or (ii) change in the Capital Account of such Member (other than such changes to reflect additional Interest Consideration from such Member in exchange for new Interests). Except as otherwise set forth in this Agreement, the Company shall not redeem or repurchase any Member’s Interests and no Member shall have the right to withdraw from the Company or receive any return of any Capital Contribution.

4.4 Certain Adjustments. In connection with any reclassification, recapitalization, distribution of Class A Interests, split or combination of Class A Interests, exchange or similar adjustment of or to the Class A Interests, there shall be an equitable adjustment to the number of Class B Interests in order to provide the holders of Class B Interests with the same economic and other rights as in effect immediately prior to such reclassification, recapitalization, distribution, split, combination, exchange or other similar adjustment.

4.5 Warrants.

(a) Subject to the limitations contained in Article IX and Section 10.1 hereof, and in the case of the Class B Warrants, subject to the Incentive Plan, the Company shall have the right to issue Warrants to any Person at such price per Warrant as may be determined by the Company Board, and in exchange for contributions of cash or property, the provision of services or such other consideration (collectively, “Warrant Consideration”), as may be determined by the Company Board; provided, that the Company shall not issue any Warrants to any Person unless such Person has executed and delivered to the Company the Warrant Agreement or a joinder to the Warrant Agreement (as set forth in the Warrant Agreement). The number of Warrants issued to Warrant Holders shall be listed in the Company records of the Company, which shall be amended from time to time as required to reflect issuances of Warrants to new Warrant Holders, changes in the number of Warrants held by Warrant Holders and to reflect the joining or release of Warrant Holders from the Warrant Agreement. Except upon exercise of a Warrant, nothing contained in this Agreement shall result in any Warrant Holder being a Member. The number of Warrants held by each Warrant Holder shall not be affected by any (i) issuance by the Company of Interests to Members or Warrants to other Warrant Holders or (ii) change in the Capital Account of such Warrant Holder (other than such changes to reflect additional Warrant Consideration from such Warrant Holder in exchange for new Warrants). Except as otherwise set forth in this Agreement or the Warrant Agreement, the Company shall not redeem or repurchase any Warrant Holder’s Warrants and no Warrant Holder shall have the right to withdraw from the Company or receive any return of any Capital Contribution.

(b) A Warrant Holder may exercise the Warrant pursuant and subject to the provisions of the Warrant Agreement, which provisions shall require, among other things, delivery to the Company of a written undertaking to be bound by the terms and conditions of this Agreement pursuant to Section 15.1. Upon such exercise, the Company Board shall also adjust the Capital Accounts of the Investors as necessary in accordance with Section 3.2.

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(c) The Company will at all times have authorized, and reserve and keep available, free from preemptive rights, a sufficient number of Class A Interests and Class B Interests to provide for the exercise in full of the rights represented by the Warrants. The Class A Interests and Class B Interests issuable upon exercise of the Warrants in accordance with the terms of this Agreement and the Warrant Agreement will be duly authorized and free from all taxes, liens, charges and encumbrances (other than those created by this Agreement).

ARTICLE V

ACCOUNTING MATTERS; EXPENSES

5.1 Method of Accounting. Except as otherwise specifically provided in this Agreement, the accounting methodology of the Company for tax purposes shall be the accrual method and for book purposes shall be GAAP.

5.2 Expenses. If at any time, the Company Board shall determine that the cash on hand of the Company is insufficient to cover (a) the payment of Expenses, (b) the normal day-to-day business and affairs of the Company or (c) any other Company purpose, then the Company Board may, upon no less than five (5) Business Days’ prior written notice specifying the amount of cash required by the Company (the “Advance Amount”), request that each Investor advance to the Company a portion of the Advance Amount equal to such Investor’s Percentage Investor Interest multiplied by the Advance Amount; provided, that the Advance Amount shall not exceed $5,000,000 per year. If any Investor fails to fund its portion of such Advance Amount (the “Defaulting Investor”), each other Investor(s) may, at the discretion of the Company Board, fund a portion of the amount to be funded by the Defaulting Investor(s) equal to the product of such amount multiplied by the Percentage Investor Interest of such other Investor (calculated without regard to the Percentage Investor Interest of the Defaulting Investor(s)) (a “Default Funding”). The portion of the Advance Amount funded by each Investor shall be repaid by the Company at such time as the Company Board shall determine that the Company has sufficient cash on hand to make such repayment; provided, however, that in the case of a Default Funding, the portion of the Advance Amount that is funded by each non-defaulting Investor shall be deemed to bear interest at a rate per annum equal to the Prime Rate and the amount of such interest shall (i) reduce the amount of any distributions to which the Defaulting Investor(s) would otherwise be entitled pursuant to Article VI or Article XI and (ii) be paid instead to the non-defaulting Investor(s).

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ARTICLE VI

DISTRIBUTIONS; ALLOCATIONS; TAX MATTERS

6.1 Allocation of Profits and Losses.

(a) Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated among the Investors in a manner such that, after giving effect to the special allocations set forth in Section 6.3, the Capital Account balance of each Investor, immediately after making such allocation, is, as nearly as possible, equal to (i) the distributions that would be made to such Investor pursuant to Section 11.3(c), if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their basis, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Basis of the assets securing such liability), and the net assets of the Company were distributed, in accordance with Section 11.3(c), to the Investors immediately after making such allocation, minus (ii) such Investor’s share of Company Minimum Gain and Investor Minimum Gain, computed immediately prior to the hypothetical sale of assets.

(b) Whenever a proportionate part of the Profits and Losses is allocated to an Investor, every item of income, gain, loss, deduction or credit entering into the computation of such Profit or Loss or arising from the transactions with respect to which such Profit or Loss were realized shall be credited or charged, as the case may be, to such Investor in the same proportion; provided, however, that recapture income, if any, shall be allocated to the Investors in the same manner as were the corresponding Depreciation deductions.

6.2 Effect of Change or Transfer in Percentage Investor Interests.

(a) Except as provided in Section 6.2(a), if a Percentage Investor Interest is changed pursuant to the terms of this Agreement or the Warrant Agreement during any Fiscal Year, the amount of Profits and Losses to be allocated to the Investors for such entire Fiscal Year in accordance with their respective Percentage Investor Interests shall be allocated to the portions of such Fiscal Year which precede or follow the date of such change, in proportion to the number of days in each such portion. The amounts of the items so allocated to each such portion shall be credited or charged to the Investors in proportion to their respective Percentage Investor Interests during each such portion of such Fiscal Year.

(b) If a Transfer occurs during any Fiscal Year, the amount of Profits and Losses for such Fiscal Year shall be allocated to the transferor and transferee Investors in proportion to the number of days each of the transferor and transferee held such Percentage Investor Interest during such Fiscal Year as provided in Section 6.2(a);

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provided, that the transferor and transferee Investors may elect to allocate Profits and Losses in accordance with an interim closing of the books as permitted under Section 706 of the Code if the transferor and transferee bear all costs of such allocation. As of the date of such Transfer, the transferee Investor shall succeed to the Capital Account of the transferor Investor with respect to the transferred Percentage Investor Interest.

6.3 Tax and Regulatory Allocations.

(a) Except as otherwise provided herein, all items of Company income, gain, deduction and loss shall be allocated among the Investors, for federal, state and local income tax purposes, in the same proportion as they share in the Profits and Losses to which such items relate, unless otherwise provided by law. Any credits against income tax shall be allocated in accordance with the Investor’s Percentage Investor Interests.

(b) Notwithstanding any other provision of this Agreement, if during any Fiscal Year any Investor (i) receives an allocation pursuant to Code § 706(d) or Treasury Regulations § 1.751-1(b)(2)(ii) of any Losses, items of loss, deductions or Code § 705(a)(2)(B) expenditures, (ii) receives a distribution of any cash or property from the Company and such distributions exceed offsetting increases to such Investor’s Capital Account that are reasonably expected to occur during such year, or (iii) receives any other adjustment, allocation or distribution described in Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and, as a result of such adjustment, allocation or distribution, such Investor has a Qualified Income Offset Amount (as hereinafter defined), then items of income and gain (including gross income) for such Fiscal Year or other period (and, if necessary, subsequent Fiscal Year shall (prior to any other allocation pursuant to this Section 6.3(b)) be allocated to such Investor in an amount equal to his Qualified Income Offset Amount; provided, however, that any allocation of income or gain shall be required under this sentence only if and to the extent that such Investor would have a Qualified Income Offset Amount after all other allocations provided for in this Agreement have been tentatively made as if this Section 6.3(b) were not contained herein. As used herein, the term “Qualified Income Offset Amount” for an Investor means the excess, if any, of (x) the negative balance an Investor has in its Capital Account following the adjustment, allocation or distribution described in the preceding sentence, over (y) the maximum amount that it is obligated (or is deemed to be obligated) to restore to the Company upon liquidation as determined in accordance with Treasury Regulations §§ 1.704-2(f), (g) and (i). This Section 6.3(b) is intended to satisfy the provisions of Treasury Regulations § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any year, each Investor shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Investor’s share of the net

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decrease in Company Minimum Gain, determined in accordance with § 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Investor pursuant thereto. The items to be so allocated shall be determined in accordance with § 1.704-2(f)(6) of the Treasury Regulations. This Section 6.3(c) is intended to comply with the minimum gain chargeback requirement in § 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

(d) Notwithstanding any other provisions of this Agreement, if there is a net decrease in Investor Minimum Gain attributable to an Investor Nonrecourse Debt during any year, each Investor who has a share of the Investor Minimum Gain attributable to such Investor Nonrecourse Debt, determined in accordance with § 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Investor’s share of the net decrease in Investor Minimum Gain, determined in accordance with § 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Investor pursuant thereto. The items to be so allocated shall be determined in accordance with §1.704-2(i)(4) of the Treasury Regulations. This Section 6.3(d) is intended to comply with the minimum gain chargeback requirement in § 1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith.

(e) Nonrecourse Deductions for any Fiscal Year shall be allocated to the Investors in accordance with their Percentage Investor Interests.

(f) Any Investor Nonrecourse Deductions for any year shall be specially allocated to the Investor who bears the economic risk of loss with respect to the Investor Nonrecourse Debt to which such Investor Nonrecourse Deductions are attributable in accordance with § 1.704-2(i)(1) of the Treasury Regulations.

(g) To the extent that any adjustment to the adjusted tax basis of any Company asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Investors in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.

(h) If Company property is reflected in the Capital Accounts of the Investors at a Book Basis that differs from the adjusted tax basis of such property, allocations of depreciation, amortization, income, gain or loss with respect to such property, as computed for income tax purposes only, shall be made among the Investors in a manner that takes such difference into account in accordance with Treasury

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Regulations § 1.704-3 for making allocations under Code Section 704(c) with respect to such property. Unless the Company Board determines otherwise, the Company shall elect the “remedial method” described in Treas. Reg. § 1.704-3(d) with respect to the initial Capital Contributions as set forth on Schedule I. Such allocations shall not affect the Capital Accounts of the Investors.

(i) The allocations set forth in Sections 6.3(b) through 6.3(g) (the “Regulatory Allocations”) shall be taken into account in allocating items of income, gain, loss and deduction among the Investors so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Investor shall be equal to the net amount that would have been allocated to each such Investor if the Regulatory Allocations had not occurred.

(j) The Company shall adjust the Capital Accounts of the Investors to reflect a revaluation of Company property in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) (a “Revaluation”) at the following times: (a) immediately prior to the contribution of more than a de minimis amount of money or other property to the Company by a new or existing Investor as consideration for an Investor Interest in the Company; (b) the distribution by the Company to an Investor of more than a de minimis amount of property as consideration for a Percentage Investor Interest; and (c) the liquidation of the Company within the meaning of Treasury Regulations § 1.704-1(b)(2)(ii)(g) or (d) immediately prior to the issuance of any Investor Interest subsequent to the date of this Agreement in exchange for past or future services; provided, however, that adjustments pursuant to clauses (a), (b), (c) and (d) above need not be made if the Company Board reasonably determines that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Investors.

(k) The allocation method set forth in this Article VI is intended to allocate Profits and Losses to the Investors for federal income tax purposes in accordance with their economic interests in the Company while complying with the requirements of §704(b) of the Code and the Regulations promulgated thereunder. If in the opinion of the Company Board, the allocations of Profits or Losses pursuant to the preceding provisions of this Article VI shall not (i) satisfy the requirements of §704(b) of the Code or the Regulations thereunder, (ii) comply with any other provisions of the Code or Regulations, or (iii) properly take into account any expenditure made by the Company or transfer of an interest in the Company in accordance with clauses (i) and (ii), then notwithstanding anything to the contrary contained in the preceding provisions of this Article VI, Profits and Losses shall be allocated in such a manner so as to reflect properly (i), (ii) or (iii) above, as the case may be.

6.4 Distributions.

(a) Subject to this Section 6.4 and Sections 6.5 through 6.8, distributions (other than distributions pursuant to Section 11.3(c)) shall be made in cash

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at such times as the Company Board, in its sole discretion, shall determine; provided, however, that no distribution shall be made (i) which would reduce any Investor’s Capital Account balance below zero or (ii) in respect of any Class B Investor Interest, except pursuant to clause (B) of the last sentence of this Section 6.4(a). Subject to Section 6.7, the Company Board shall cause the Company to distribute, no less frequently than quarterly, (A) to each Class A Investor, in proportion to their Percentage Investor Interests, sufficient amounts such that each such Investor receives at least such Investor’s Tax Amount and (B) to each Class B Investor, sufficient amounts such that each such Class B Investor receives at least such Class B Investor’s Class B Tax Amount, in each case with appropriate adjustments, at the sole discretion of the Company Board, to take into account the alternative minimum tax.

(b) If a distribution pursuant to Section 6.4(a) cannot be made because it would cause an Investor to have a deficit in its Capital Account, any such distribution (a “Suspended Distribution”) that would have otherwise been made pursuant to Section 6.4(a) shall be set aside by the Company. All or a portion of any Suspended Distribution shall be made to the Investor to whom the Suspended Distribution would otherwise have been made at the earliest possible time that such distribution can be made without causing a deficit in such Investor’s Capital Account.

6.5 Distributions in Kind. The Company may make a distribution to an Investor in any form, but no Member shall have the right to require the Company to make a distribution in any form other than in cash.

6.6 Pro Rata Distributions. Except as otherwise specifically provided in Sections 6.4, 6.8 and 11.3(c), notwithstanding any other provision of this Agreement to the contrary, all distributions or loans of cash or other property shall be made to, and all direct or indirect redemptions (excluding a redemption under Section 9.5), repurchases or other acquisitions of Investor Interests shall be made from, all Investors pro rata in accordance with their respective Percentage Investor Interests; provided, however, that the foregoing shall not apply to the Class B Investors (unless otherwise determined by the Company Board) and, accordingly, in the absence of such determination, Percentage Investor Interest for purposes of this Section 6.6 but not for purposes of Section 11.3(c) shall be calculated without regard to the Class B Investors.

6.7 Restrictions on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Investor with respect to such Investor’s Investor Interests if such distribution would violate Section 18-607 of the Delaware Act or other applicable Law.

6.8 Limitation on Allocations and Distributions to Class B Investors. It is the intention of the parties to this Agreement that distributions and allocations to any Class B Investor be limited to the extent necessary so that the related Class B Interest constitutes a Profits Interest. In furtherance of the foregoing, and notwithstanding

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anything to the contrary in this Agreement, the Company Board shall, if necessary, limit distributions and allocations to any Class B Investor so that such distributions and allocations do not exceed the available profits in respect of such Class B Investor’s related Profits Interest. In the event that a Class B Investor’s distributions and allocations are reduced pursuant to the preceding sentence, an amount equal to such excess distributions and allocations shall be treated as instead apportioned to the remaining Investors pro rata in accordance with their Percentage Investor Interests for the related Fiscal Year, and the Company Board shall make adjustments to future distributions and allocations to the Investors as promptly as practicable so that the Investors are distributed and allocated on a cumulative basis the amount of Profits to which they would have been entitled had this Section 6.8 not been in effect; provided, that any distributions and allocations pursuant to this sentence shall be further subject to the provisions of this Section 6.8.

6.9 Overriding Distribution Rules.

(a) Withheld Amounts. Each Member hereby authorizes the Company Board to withhold and to pay over, or otherwise pay, to any federal, state, local, or foreign government any amounts required to be withheld pursuant to the Code or any provisions of any other federal, state, local, or foreign law as a result of the Member’s participation in the Company; if and to the extent that the Company Board shall withhold any such amounts on account of a Member, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Company as of the time such amount is withheld, which payment shall be deemed to be a distribution with respect to such Member to the extent that the Member (or any successor to such Member’s Interests) is then entitled to receive a distribution. To the extent that the aggregate amount of such withheld amounts with respect to a Member for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess shall be considered a loan from the Company to such Member. Such loan shall bear interest (which interest shall be treated as an item of income to the Company) at the lesser of the maximum rate permitted by law or the Default Rate until discharged by such Member by repayment, which may be made in the sole discretion of the Company Board out of distributions to which such Member would otherwise be subsequently entitled. Any withholdings or payments authorized by this Section 6.9 shall be made in an amount determined by the Company Board.

(b) Distributions in Liquidation of Investor’s Investor Interests. For purposes of this Agreement, a liquidation of an Investor’s Investor Interests means the termination of Investor’s entire Investor Interests other than in connection with the dissolution, winding up, and termination of the Company. Where an Investor’s Investor Interests are to be liquidated by a series of distributions, the Investor Interests shall not be considered as liquidated until the final distribution has been made. A distribution in liquidation of an Investor’s Investor Interests shall be made by the end of the taxable year in which such liquidation occurs, or, if later, within ninety (90) days after the Investor’s Investor Interests are liquidated.

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6.10 Tax Matters.

(a) Tax Elections Reporting Audits.

(i) OHCP II is hereby designated as the tax matters partner (the “Tax Matters Partner”) of the Company as provided in the Treasury Regulations under Section 6231 of the Code (and any similar provisions under any state or local tax laws). Each Member hereby consents to such designation and agrees that upon the request of the Tax Matters Partner it will execute, certify, acknowledge, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Each Member agrees and acknowledges that any action taken by the Tax Matters Partner in connection with audits of the Company will be binding upon the Members and the Company.

(ii) The Company shall (and shall cause its subsidiaries to) prepare or cause to be prepared all of the Tax Returns of the Company and its subsidiaries and shall cause the same to be filed in a timely manner. Each Member agrees that such Member will not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on any income tax return prepared and filed by the Company, and that such Member will not independently act with respect to tax audits or tax litigation affecting the Company.

(iii) Each Member further agrees to cooperate with OHCP II and to do or refrain from doing any or all things reasonably requested by OHCP II to conduct any examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings. Any Member (other than OHCP II) who wishes to participate in such administrative proceedings at the Company level may do so, but any expenses incurred by such Member in connection therewith shall not be deemed a Company expense, but shall be paid by such Member.

(iv) Within one hundred and twenty (120) days of the close of each taxable year, the Company shall furnish the Members with all Company information (including U.S. federal income tax form K-1s) required to be reported on the Tax Returns of the Members for the tax jurisdictions in which the Company is considered to be doing business, including a report indicating each Member’s share for income tax purposes of the Company’s income, gain, credits, losses and deductions promptly following the preparation of the Tax Returns of the Company for the Fiscal Year. Each Member shall promptly notify the Tax Matters Partner of any communications received by such Member from the Internal Revenue Service or any state taxing authority that relate to the amount or treatment of items reflected on such Member’s Schedule K-1 from the Company.

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(v) All elections required or permitted to be made by the Company under the Code or other applicable tax law shall be made in such manner as determined by the Company Board. The Company Board may, in its sole discretion, cause the Company to make an election under Section 754 of the Code (and any corresponding election under state and local law). Each Member agrees to provide the Company Board with any information reasonably necessary for the Company to comply with Section 734, 743 or 754 of the Code.

(vi) OHCP II shall be reimbursed by the Company for the costs and expenses incurred by OHCP II acting as the Tax Matters Partner for the Company.

(b) Classification as a Partnership. The parties hereto intend the Company to be classified as a partnership for federal, state and local tax purposes effective as of the date of this Agreement. The Company shall take (or refrain from taking) such actions as may be necessary to receive and maintain such treatment and refrain from taking any actions inconsistent therewith. Each Member agrees to refrain from taking any actions inconsistent with such classification without the written consent of the Company Board.

(c) Publicly Traded Partnerships. Notwithstanding any provisions to the contrary herein contained, the Company shall not participate in any manner in the establishment of, for any interest in the Company (including through the repurchase or redemption of any interest in the Company) or the inclusion of any interest in the Company on, an established securities market or a secondary market or the substantial equivalent thereof (within the meaning of Treasury Regulations under Section 7704 of the Code).

ARTICLE VII

MANAGEMENT; EXCULPATION AND INDEMNIFICATION

7.1 Management and Control of the Company Generally. The business and affairs of the Company shall be managed, operated and controlled by or under the direction of the Board of Directors of the Company (the “Company Board”). The Company Board shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company.

7.2 Powers of the Company Board. The Company Board shall have the right, power and authority, in the management of the business and the affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, as may be deemed by the Company Board to be necessary or appropriate to effectuate the

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business, purposes and objectives of the Company. The power and authority of the Company Board shall include the power and authority to do the following with respect to the Company in its sole and absolute discretion:

(a) to cause the Company to employ and engage agents, employees, advisers, consultants and counsel (including any custodian, investment banker, accountant, attorney, corporate fiduciary, bank or other financial institution, or any other agents, employees or Persons who may serve in such capacity for the Company Board) and to designate, in the sole discretion of the Company Board, any employees or agents as officers of the Company, each of whom shall serve at the pleasure of the Company Board, to carry out any activities that the Company Board is authorized or required to carry out under this Agreement, as and to the extent authorized by the Company Board, including to represent the Company in its dealings with third parties, to execute any kind of document or contract on behalf of the Company, to propose, approve or disapprove of or take action for and on behalf of the Company with respect to the operations of the Company, or to undertake some or all of the general management, financial accounting and record keeping or other duties of the Company Board;

(b) to admit additional Persons as Members to the Company, to issue Interests to such Persons or existing Members, and to issue Warrants to new or existing Warrant Holders, in each case subject to the provisions of Article IV and Section 10.1;

(c) to terminate the employment of any employee of the Company, with or without cause, at any time;

(d) to make all decisions regarding the incurrence and payment of Expenses;

(e) to establish and maintain reserves for current or future Expenses and other liabilities of the Company (including contingent liabilities, known or unknown);

(f) to cause the Company to borrow money or to obtain credit from banks, other lending institutions or any other Person, including the Investors and their Affiliates, and pursuant to loan agreements or any other type of instrument, for any purpose of the Company;

(g) to cause (i) a sale or other disposition of any portion of the Company’s business or assets or (ii) the Company to enter into any joint venture or company arrangement, or any merger, consolidation or other business combination of the Company with any Person;

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(h) to acquire, own, lease, sublease, manage, hold, deal in, control or dispose of any interests or right in personal property or real property;

(i) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), or individuals or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(j) to cause the Company to sue, file complaints and defend and participate in administrative or other proceedings, in its name;

(k) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease of any assets of the Company in the name of the Company;

(l) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company;

(m) to make, execute, assign, acknowledge and file on behalf of the Company any and all documents or instruments of any kind which the Company Board may deem necessary or appropriate in carrying out the purposes and business of the Company; and any Person dealing with the Company Board shall not be required to determine or inquire into its authority or power to bind the Company or to execute, acknowledge or deliver any and all documents in connection therewith;

(n) to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Company, and to secure any of the obligations, contracts or liabilities of the Company, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Company;

(o) to invest funds of the Company;

(p) to qualify the Company to do business in any state, territory, dependency or foreign country; and

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(q) to possess and exercise all other rights and powers incidental to any of the foregoing or to the management of the business and the affairs of the Company.

7.3 The Company Board.

(a) The number of directors that shall constitute the Company Board shall be six (6) directors (each such director, a “Director”) or such other number of directors as shall, from time to time, be fixed by the Members at the annual meeting of the Members, the names of the Directors initially constituting the Company Board are set forth on Schedule II hereto, and each director elected shall serve for an initial term expiring on the later of (i) the first meeting of the Members and until such Director’s successor is elected and qualified or (ii) such Director’s earlier death, resignation or removal.

(b) Directors shall, except as otherwise required by statute or by the Certificate of Formation, be elected at a meeting of the Members by a Majority Vote.

(c) Unless otherwise provided in the Company’s Certificate of Formation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an appointment of directors may be held in the manner provided in 7.3(b).

7.4 Meetings of the Company Board.

(a) The Company Board shall hold regular meetings at such times and places as shall be deemed appropriate by the Chairman or a majority of the Directors. Any Director unable to attend in person for any reason may participate in a meeting of the Company Board by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. Special meetings of the Company Board may be called at any time by any Director.

(b) Unless waived by all of the Directors in writing (before or after a meeting), prior written notice, either personally, by facsimile or by U.S. mail, of any meeting of the Company Board shall be given to each Director at least two (2) Business Days before the date of such meeting, which notice shall specify the purpose of the meeting. Notice of any meeting need not be given to any Director who shall agree, either before or after such meeting, to a waiver of notice. Attendance of a Director at a

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meeting shall constitute a waiver of notice of such meeting, except when the Director attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.

7.5 Committees of the Company Board. The Company Board may establish (a) an audit committee, which shall be responsible for (i) reviewing the Company’s accounting practices, (ii) recommending to the Company Board the engagement of the Company’s or any of its subsidiaries independent public accountants and (iii) performing such functions as are customarily performed by an audit committee, (b) a compensation committee, which shall be responsible for (i) determining the compensation and benefits of the executive officers of the Company, (ii) establishing and administering any compensation or bonus program offered by the Company or any of its subsidiaries and (iii) performing such functions as are customarily performed by a compensation committee and (c) any other committees as it deems necessary or appropriate. Each such committee shall exercise those powers of the Company Board delegated to it by the Company Board.

7.6 Board Observer Rights.

(a) The Company shall be permitted to appoint one or more board observers (each a “Board Observer”) (i) to attend all meetings of the Company Board (whether in person, telephonic or otherwise) in a non-voting, observer capacity, and (ii) to attend all meetings of the committees of the Company Board, if and when created (whether in person, telephonic or otherwise), in a non-voting, observer capacity. The Company shall provide to such Board Observers, concurrently with the Directors or the members of the committees of the Company Board, as applicable, and in the same manner, notice of any meeting and a copy of all materials provided to such Directors or members, including all materials provided to such Directors or members in connection with any action to be taken by the Company Board or the committees thereof, as applicable, without a meeting; provided that the failure to deliver or make available one or more of such notices or materials will have no impact on the validity of any action taken by the Company Board or such committee.

(b) If the Company Board determines in good faith that exclusion of any Board Observer or withholding of the information to be provided to any Board Observer in connection with such Board Observer’s observation rights is necessary in order to (a) avoid a conflict of interest between the Company, on the one hand, and such Board Observer or the party which such Board Observer represents, on the other hand, or (b) preserve the attorney-client privilege of the Company (such determination to be based on the advice of legal counsel to the Company), then the Company shall have the right to exclude such Board Observer from portions of meetings of the Company Board or the committees thereof in which such information is discussed, or withhold such information from such Board Observer, as applicable, in each case to the extent deemed necessary by the Company Board.

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7.7 Quorum; Voting. At all meetings of the Company Board a majority of the Directors shall constitute a quorum for the transaction of business and any act of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Company Board, except as may be otherwise specifically provided by statute or by the Certificate of Formation. If a quorum is not present at any meeting of the Company Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

7.8 Procedural Matters of the Company Board.

(a) Directors may participate in a meeting of the Company Board by telephone_, conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(b) Any action required or permitted to be taken at any meeting of the Company Board may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the actions is signed by a majority of the Directors. A written consent delivered pursuant to this Section 7.8(b) shall be filed with the minutes of the proceedings of the Company Board.

(c) The Company Board shall cause to be kept a book of minutes of all of its actions by written consent and in which there shall be recorded with respect to each meeting of the Company Board the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.

(d) The Chairman of the Company Board (the “Chairman”) shall be elected by the Company Board and shall preside over such meeting, or, if the Chairman is unable to attend or participate in such meeting, at each meeting of the Company Board, a majority of the Directors present shall appoint any Director to preside at such meeting. The initial Chairman shall be Benjamin Diesbach. The Secretary of the Company shall act as secretary at each meeting of the Company Board. In case the Secretary shall be absent from any meeting of the Company Board, any Assistant Secretary of the Company shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any Person to act as secretary of the meeting.

7.9 WAIVER OF FIDUCIARY DUTIES OF THE DIRECTORS. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE THAT PURSUANT

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TO THE AUTHORITY OF SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT, THE PARTIES HERETO HEREBY ELIMINATE ANY AND ALL FIDUCIARY DUTIES A DIRECTOR MAY HAVE TO SUCH PARTIES AND HEREBY AGREE THAT THE DIRECTORS SHALL HAVE NO FIDUCIARY DUTY TO THE COMPANY OR ANY OTHER MEMBER OR OTHER PARTY TO THIS AGREEMENT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT ELIMINATE THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING, TO THE EXTENT SUCH COVENANTS ARE NOT WAIVABLE UNDER SECTIONS 18-1101(c)-(e) OF THE DELAWARE ACT. In furtherance of the foregoing, the parties hereto hereby agree that, (a) each Director is permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company, and in related businesses other than through the Company (an “Other Business”), and have and may develop a strategic relationship with businesses that are and may be competitive with the Company, (b) no Director will be prohibited by virtue of its investment in the Company, if any, from pursuing and engaging in any such activities, (c) no Director will be obligated to inform the Company or the other Members of any such opportunity, relationship or investment, (d) the involvement of a Director in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company, and (e) no Director shall have any duty or obligation to bring any “corporate opportunity” to the Company, regardless of whether such opportunity is, from its nature, in the line of the Company’s business, is of practical advantage to the Company or is one that the Company is financially able to undertake.

7.10 Member Meetings. Any action required or permitted to be taken by the Members hereunder or under the Delaware Act shall be taken in accordance with the following provisions:

(a) Meetings of the Members shall be held at such times as the Company Board shall from time to time determine or as otherwise required by Law. Written notice shall be given to each Member of each meeting of the Members, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each Member, if by mail, not more than thirty (30) days and not less than two (2) days (or if by telecopy or delivered personally or by telephone (including voicemail), not less than one (1) day) before the day on which such meeting is to be held.

(b) The Members may hold meetings at the Company’s principal place of business or such other place as the Company Board may designate.

(c) Members may participate in a meeting of the Members by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

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(d) The Chairman shall preside over such meeting, or, if the Chairman is unable to attend or participate in such meeting, at each meeting of the Members a majority of the Members present shall appoint any Person to preside at such meeting. The Secretary of the Company shall act as secretary at each meeting of the Members. In case the Secretary shall be absent from any meeting of the Members, any Assistant Secretary of the Company shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any Person to act as secretary of the meeting.

(e) The Members shall act by Majority Vote.

(f) A quorum of any meeting of the Members shall require the presence (by telephone or otherwise) of Members holding a majority of Interests. No action at any meeting may be taken by the Members unless a quorum is present.

(g) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the actions so taken is signed by Members holding a majority of outstanding Interests. A written consent delivered pursuant to this Section shall be filed with the minutes of the proceedings of the Company Board.

7.11 Officers.

(a) The officers of the Company shall be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Vice President, Secretary and Assistant Secretary and such other officers as shall from time to time be elected or appointed by the Company Board. Unless such officer’s term expires earlier as a result of such officer’s death, resignation or removal, each such officer shall hold the offices indicated thereon for a term expiring on the later to occur of the first meeting of the Company Board or the date upon which such officer’s successor is elected and qualified.

(b) All of the officers of the Company shall report to, and be subject to the direction and control of, the Company Board and shall have such authority to perform such duties relating to the management of the Company as designated by the Company Board or as may be provided in this Agreement.

(c) Chief Executive Officer. The Chief Executive Officer, if one is elected, shall have such powers and shall perform such duties as the Company Board may from time to time designate.

(d) President. The President shall, subject to the direction of the Company Board and the Chief Executive Officer, have general supervision over the business of the Company and other duties incident to the office of President, and any

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other duties as may from time to time be assigned to the President by the Company Board. If there is no Chairman, the President shall preside, when present, at all meetings of stockholders and the Company Board.

(e) Vice Presidents. Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents) and Assistant Vice Presidents shall have such powers and perform such duties that may from time to time be assigned by the President or the Company Board.

(f) Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Company Board and of the Members, record all the proceedings of the meetings of the Company Board and of the Members in a book to be kept for that purpose and perform like duties for committees of the Company Board, when required. In the absence of the Secretary from any such meeting, an Assistant Secretary, or if such person is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. The Secretary shall give, or cause to be given, notice of all special meetings of the Company Board and of the Members and perform such other duties as may be prescribed by the Company Board or by the President. The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Company relating to its organization and management, see that the reports, statements and other documents required by applicable law are properly kept and filed and, in general, perform all duties incident to the office of Secretary of a corporation and such other duties as may from time to time be assigned to the Secretary by the Company Board or the President.

(g) Chief Financial Officer. The Chief Financial Officer shall have charge and custody of, and be responsible for, all funds, securities and notes of the Company, receive and give receipts for moneys due and payable to the Company from any sources whatsoever; deposit all such moneys and valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Company Board, against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Company signed in such manner as shall be determined by the Company Board and be responsible for the accuracy of the amounts of all moneys so disbursed, regularly enter or cause to be entered in books or other records maintained for the purpose full and adequate account of all moneys received or paid for the account of the Company, have the right to require from time to time reports or statements giving such information as the Chief Financial Officer may desire with respect to any and all financial transactions of the Company from the officers or agents transacting the same, render to the President or the Company Board, whenever the President or the Company Board shall require the Chief Financial Officer so to do, an account of the financial condition of the Company and of all financial transactions of the Company, disburse the funds of the Company as ordered by the Company Board and, in general, perform all

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duties incident to the office of Chief Financial Officer of a company and such other duties as may from time to time be assigned to the Chief Financial Officer by the Company Board or the President.

(h) Chief Operating Officer. The Chief Operating Officer, if one is elected, shall be the chief operating officer of the Company and shall be subject to the control of the Chief Executive Officer and the Company Board. The Chief Operating Officer shall perform all duties incident to the office of Chief Operating Officer that are not inconsistent with the express terms of this Agreement and all such other duties as may from time to time be assigned to him by the Chief Executive Officer or the Company Board or the President.

(i) The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Company Board, are agents of the Company for the purpose of operating the business of the Company, and the actions of the officers taken in accordance with such powers shall bind the Company.

(j) Any Person dealing with the Company may rely upon a certificate signed by an appropriate officer as to:

(i) the identity of any Member or officer;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the officer or in any other manner germane to the affairs of the Company;

(iii) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member.

7.12 Incentive Plan. The Company Board has adopted and implemented an incentive plan substantially in the form attached hereto as Annex B providing for the issuance and/or delivery of Class B Investor Interests to plan participants (the “Incentive Plan”).

7.13 Exculpation and Indemnification.

(a) Exculpation. An Exculpated Person shall not be liable, in damages or otherwise, to the Company or any other Member for any act performed or omitted by an Exculpated Person arising out of or in connection with this Agreement, the Company’s operations or affairs, except if such act or omission constitutes willful misconduct, fraud or gross negligence.

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(b) Indemnification. The Company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless each Indemnified Person, who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or against the Company or otherwise, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that such Indemnified Person is or was a Member, Affiliate, Director, officer, employee or agent of the Company, or that such Indemnified Person is or was serving at the request of the Company as a partner, member, director, officer, trustee, employee or agent of another Person, against all expenses, including attorneys’ fees and disbursements, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding. Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Indemnified Person if a judgment or other final adjudication adverse to such Indemnified Person establishes that his or her acts constituted willful misconduct, fraud or gross negligence. An Indemnified Person shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any act or omission of such Indemnified Person pursuant to such advice shall in no event constitute willful misconduct, fraud or gross negligence.

(c) Expenses. Expenses incurred by an Indemnified Person in defense or settlement of any claim or liability that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof, at the election of the Company, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be finally judicially determined that the Indemnified Person is not entitled to be indemnified hereunder.

(d) Non-Exclusivity. The indemnification provided by this Section 0 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Company Board or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 0 shall continue as to an Indemnified Person who has ceased to be a Member, officer, employee or agent (or other Person indemnified hereunder) and shall inure to the benefit of the successors, assigns, executors, administrators, legatees and distributees of such Person.

(e) Survival. The provisions of this Section 0 shall be a contract between the Company or the Members, as the case may be, on the one hand, and each Indemnified Person who served in such capacity at any time while this Section 0 is in effect, on the other hand, pursuant to which the Company, the Members and each such Indemnified Person intend to be legally bound. No repeal or modification of this Section 0 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any proceeding theretofore or thereafter brought or

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threatened based in whole or in part upon such state of facts. The provisions of this Section 0 shall survive the dissolution, liquidation and termination of the Company, as well as the termination, dissolution, liquidation or insolvency of any Indemnified Person entitled to exculpation or indemnification hereunder.

7.14 VCOC Participants. The Company acknowledges that one or more of the Oak Hill Investors, or the owner of any such Oak Hill Investor, is intended to be a “venture capital operating company” or “VCOC” within the meaning of ERISA Regulation Section 2510.3-101(d). In that regard, any right hereunder of the Oak Hill Investors to advise with respect to management activities may be assigned or allocated among the Oak Hill Investors as they may agree among themselves, and such right may be assigned to the owners of one or more relevant Oak Hill Investors for the purpose of qualifying any such owner as a VCOC. In addition, the Company agrees to provide a letter to any such VCOC (or the owner thereof), confirming certain management rights appropriate for VCOC investors, in form and substance as previously provided in connection with the negotiation of this Agreement.

ARTICLE VIII

ACCOUNTS; REPORTS TO INVESTORS

8.1 Books of Account; Access. The Company Board shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal office, including a list of the names and addresses of all Investors, each Investor’s capital account balances, the aggregate amount of Capital Contributions made by each Investor, and the amount of distributions received by each Investor from the Company. Each Member shall have the right to inspect the books and records of the Company containing information relating to such Member at any reasonable time upon advance request to the Company Board.

8.2 Independent Accountants. At the request of the Company Board, the books of account of the Company shall be examined by and reported upon as of the end of any Fiscal Year by KPMG LLP or any other nationally recognized certified public accountants selected by the Company Board.

8.3 Reports to Investors.

(a) The Company shall provide to the Members, within one hundred and twenty (120) days following the end of each Fiscal Year: (i) consolidated financial statements of the Company prepared in accordance with GAAP which have been audited by the Company’s independent accountants for such Fiscal Year; and (ii) an audited annual statement of the ending capital account balances of the Members.

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(b) The Company shall provide to the Members such other information and reports regarding the business, assets, liabilities, financial condition or results of operations of the Company as such Member may reasonably request from time to time.

8.4 Access to Books and Records. The Company shall (a) afford each Member and its accountants, counsel and other advisors and representatives reasonable access to the books and records of the Company and any returns, reports, declarations, forms, information returns, claims for refund, statements or similar documents (whether filed or in preparation) relating to the tax matters of the Company and (b) use commercially reasonable efforts to provide each Member and such other Persons with reasonable access to the officers, employees, accountants, counsel and other advisors and representatives of the Company.

ARTICLE IX

TRANSFERS

9.1 General Restrictions. Except as otherwise permitted in this Article IX, no Investor shall Transfer all or any portion of its Investor Interests, or rights to income or voting or other attributes with respect to its Investor Interests; it being understood that any such Transfer not in accordance with this Section 9.1 or the remainder of Article IX will be deemed to constitute a Transfer by such Investor in violation of this Agreement, shall be void ab initio and the Company shall not recognize any such Transfer.

9.2 Permitted Transfers. Subject to Section 9.3, the provisions of Section 9.1 shall not apply to the following Transfers of Investor Interests by an Investor (each of which shall be deemed to constitute a “Permitted Transfer,” and each Transferee of a Permitted Transfer of Investor Interests under clauses (a)-(e), except in connection with a Company Sale (f), are referred to herein as a “Permitted Transferee”):

(a) subject to compliance with Section 9.5 (Rights Upon Involuntary Transfers), any Involuntary Transfer of Investor Interests to any Permitted Trust or Family Member;

(b) any Transfer of Class B Investor Interests made to a trust or similar estate planning entity established for the sole benefit of the spouse, siblings or descendants (whether lineal or adopted) of the applicable Investor (a “Permitted Trust”), including descendants of such spouse or siblings (each, a “Family Member”); provided, however, that each such Permitted Trust shall provide that all of the beneficial interests therein are held by a Family Member and that the voting, managerial and operational control of such Permitted Trust remains solely with such Investor who establishes the Permitted Trust until the death or incapacity of such Investor;

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(c) any Transfer of Investor Interests held by Geolo made to any entity wholly-owned by Geolo or to John Pritzker or any of his Family Members or to a trust or similar estate planning entity established for the sole benefit of John Pritzker or his Family Members (each, a “Geolo Permitted Trust”) or to any entity wholly-owned by one or more Geolo Permitted Trusts, John Pritzker or his Family Members;

(d) subject to Section 9.6 (Tag-Along Rights), any Transfer of Investor Interests by the Oak Hill Investors;

(e) subject to Section 9.7 (Company Sale), any Transfer of Investor Interests permitted by the Company Board, which shall be granted or withheld in the Company Board’s sole discretion;

(f) any Transfer of Investor Interests in connection with any merger, consolidation, amalgamation, recapitalization or other form of business combination involving the Company and approved by the Company Board; or

(g) any Transfer of Investor Interests in accordance with the provisions of Section 9.6 (Tag-Along Rights), Section 9.7 (Company Sale) and Section 9.8 (Initial Public Offering).

9.3 Conditions to Transfers. In addition to all other terms and conditions contained in this Agreement, no Transfers to which the provisions of Sections 9.1 and 9.2 would apply shall be completed or effective for any purpose unless the following conditions are satisfied (except to the extent waived by the Company Board in its sole discretion):

(a) prior thereto:

(i) the Transferor shall have provided to the Company, (x) at least ten (10) Business Days’ prior notice of such Transfer, (y) a certificate of the Transferor, delivered with such notice, containing a statement that such Transfer is permitted under this Article IX, and (z) such other information and documents as may be reasonably requested by the Company in order for it to determine whether such Transfer is permitted under this Article IX;

(ii) the Transferee shall agree in writing to be bound by the terms of this Agreement and that the Investor Interests acquired by it shall be subject to the terms of this Agreement and the Transferee shall furnish copies of all instruments effecting the Transfer and such other certificates, instruments and documents as the Company may request;

(iii) all necessary third party consents to the Transfer shall have been obtained; and

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(iv) the Transferee shall have paid all reasonable expenses incurred by the Company (including any legal and accounting fees) in connection with such Transfer;

(b) such Transfer would not violate the Securities Act or any state securities or “blue sky” laws applicable to the Company or the Investor Interests to be Transferred;

(c) such Transfer shall not impose liability or reporting obligations on the Company or any Investor in any jurisdiction, whether domestic or foreign, or result in the Company or any Investor becoming subject to the jurisdiction of any Governmental Entity anywhere, other than the Governmental Entities to which the Company is then subject to such liability, reporting obligation or jurisdiction;

(d) such Transfer would not result in a termination of the Company pursuant to Section 708(b)(1)(B) of the Code unless the Company Board determines that such termination would not have a material adverse effect on the Investors and the Company;

(e) such Transfer would not cause the Company to be treated as a “publicly traded partnership” under Section 7704 of the Code and the Treasury Regulations promulgated thereunder. In connection with any Transfer, the Company may request in its sole judgment, that an opinion of counsel be furnished to the Company at the Transferor’s expense, in form and substance reasonably satisfactory to the Company Board regarding any or all of the matters specified in this Section 9.3; and

(f) such Transfer would not violate, or result in the violation of, any rule or policy of the FCC, including, without limitation, the Attribution Rules and Ownership Rules;

provided, however, that the provisions of Sections 9.3(a), 9.3(d) and 9.3(e) shall not apply to a Transfer relating to a Company Sale or Initial Public Offering.

9.4 Effect of Permitted Transfer. A Permitted Transferee of an Investor shall be substituted for and shall enjoy the same rights and be subject to the same obligations as the transferring Investor hereunder with respect to the Investor Interests Transferred to such Permitted Transferee.

9.5 Rights Upon Involuntary Transfers.

(a) If at any time following the date of this Agreement any Involuntary Transfer by any Investor other than any Oak Hill Investor is to occur to a Person who is not a Permitted Transferee, such Investor (or his estate or successor) (the “Selling Investor”), shall offer such Investor Interests to the Company by sending the

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Company written notice of an Involuntary Transfer prior to or as soon as practicable (but in no event more than ten (10) business days) after the effective date of such Involuntary Transfer (the “Transfer Notice”). The Transfer Notice shall state the number of Investor Interests proposed to be Transferred (the “Offered Investor Interests”). Upon delivery of a Transfer Notice, such offer shall be irrevocable unless and until the right of first offer provided for herein shall have been waived or shall have expired.

(b) The Company shall have the right but not the obligation exercisable by delivery of written notice thereof to the Selling Investor within thirty (30) days of the date of delivery of the Transfer Notice (the “Offer Period”) to purchase (whether pursuant to an Involuntary Transfer or otherwise) the Offered Investor Interests for cash at the Fair Market Value of such Offered Investor Interests as of the Fiscal Year immediately preceding the Involuntary Transfer. The failure of the Company to exercise its right to purchase the Offered Investor Interests within the Offer Period shall be deemed to be a waiver by the Company of its rights under this Section 9.5.

(c) If the Company expressly declines to or is deemed to have waived its rights to, purchase all or any portion of the Offered Investor Interests hereunder, the Selling Investor shall be free to effect the Involuntary Transfer.

(d) The closing of the sale of Offered Investor Interests by a Selling Investor hereunder shall be held at such time and place as the parties to the transaction may agree, but in any event within sixty (60) days of acceptance of an offer. In connection with any Transfer pursuant to this Section 9.5, the transferors shall take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable to consummate and make effective such Transfer. At the closing of any such proposed Transfer, the transferors shall deliver to the Company (A) such instruments of transfer as shall be requested by the Company with respect to the Investor Interests to be Transferred, against receipt of the purchase price therefor and (B) such transferor’s Investor Interests, free and clear of any Liens and such Transferor shall so represent and warrant. At the closing of any proposed Transfer, the proposed purchaser shall deliver payment (in full in immediately available funds in the case of all cash payments) for the Investor Interests and other Equity Securities purchased by such proposed purchaser.

(e) The failure of the Company to exercise its right to purchase the Offered Investor Interests before the expiration of the applicable offer period shall be deemed to be a waiver by the Company of its right to purchase the Offered Investor Interests under the applicable provision of this Section 9.5.

9.6 Tag-Along Rights.

(a) In the event that the Oak Hill Investors, individually or as a group (the “Proposed Sellers”), shall Transfer, in one transaction or a series of related transactions, greater than 10% of the aggregate Class A Investor Interests of the Oak Hill

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Investors (a “Tag-Along Sale”) to a third party or third parties (a “Proposed Purchaser”), the other Class A Investors (the “Tag-Along Investors”) shall have the right and option (“Tag-Along Rights”), but not the obligation, to sell the Requisite Percentage (as defined below) of their Investor Interests in such Tag-Along Sale, on the terms and conditions set forth in this Section.

(b) The Proposed Sellers shall notify the Tag-Along Investors in writing of any proposed Tag-Along Sale at least thirty (30) days prior to the effective date of such proposed Tag-Along Sale (a “Tag-Along Notice”). Any such Tag-Along Notice delivered to the Tag-Along Investors in connection with a proposed Tag-Along Sale shall set forth: (i) the number of Investor Interests the Proposed Sellers are selling in connection with such Tag-Along Sale (the “Offered Tag-Along Sale Investor Interests”), (ii) the name and address of the Proposed Purchaser in such Tag-Along Sale, (iii) the proposed amount of consideration to be delivered by the Proposed Purchaser to the Proposed Sellers in connection with such Tag-Along Sale, which must be exclusively in cash, (iv) the material terms and conditions of such proposed Tag-Along Sale and (v) the proposed effective date of the proposed Tag-Along Sale. Each Tag-Along Investor shall have the right to sell to the Proposed Purchaser, upon the terms set forth in the Tag-Along Notice, that number of Investor Interests equal to a percentage of the total number of Investor Interests proposed to be sold by the Proposed Sellers determined by dividing (A) the total number of Investor Interests then owned by such Tag Along Investor by (B) the sum of (x) the total number of Investor Interests then owned by all Tag-Along Investors exercising their rights pursuant to this Section 9.6 and (y) the total number of Investor Interests owned by the Proposed Sellers (the “Requisite Percentage”). The Tag-Along Investors may exercise the Tag-Along Rights in connection with a Tag-Along Sale described in a Tag-Along Notice by delivery of a written notice to the Proposed Sellers within forty-five (45) days following receipt of a Tag-Along Notice from such Proposed Sellers. In the event that any Tag-Along Investor shall elect to exercise its Tag-Along Rights in connection with a proposed Tag-Along Sale, the number of Offered Tag-Along Sale Investor Interests to be Transferred by the Proposed Sellers to the Proposed Purchaser will be reduced by the applicable number of Investor Interests to be included in the Transfer by the applicable Tag-Along Investor, and the Transfer to the Proposed Purchaser will otherwise proceed in accordance with the terms of this Section 9.6 and the Tag-Along Notice.

(c) In the event that the Tag-Along Investors shall elect to exercise Tag-Along Rights in connection with a proposed Tag-Along Sale, the Proposed Sellers and the Tag-Along Investors shall take, or cause to be taken (including with respect to the Proposed Sellers, cause the Proposed Purchaser), all action, and do, or cause to be done, all things necessary or advisable to consummate and make effective such Tag-Along Sale, including (i) together with the Proposed Purchaser, execute any purchase agreement or other certificates, instruments and other agreement required to consummate the proposed Transfer to the Proposed Purchaser; provided that any

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indemnification provided by the Tag-Along Investors to the Proposed Purchaser shall be made pro rata in proportion to the sale proceeds received by each seller in connection with the Tag-Along Sale (except in the case of indemnifications arising as a result of a breach of a representation or warranty relating specifically to a particular seller, which shall be borne solely by such seller), except, that in no event shall the indemnification obligations of any Tag-Along Investor exceed the amount of proceeds received by such Tag-Along Investor in such Tag-Along Sale and (ii) use reasonable best efforts to obtain all necessary consents from third parties and take such other actions as may be necessary to effectuate the intent of the foregoing. At the closing of any such proposed Tag-Along Sale, the Proposed Sellers and the Tag-Along Investors shall deliver to the Proposed Purchaser (A) such instruments of transfer as shall be requested by the Proposed Purchaser with respect to the Investor Interests to be Transferred, against receipt of the purchase price therefor and (B) such Investors’ Investor Interests, free and clear of any Liens and such Investor shall so represent and warrant. At the closing of any proposed Tag-Along Sale, the Proposed Purchaser shall deliver payment (in full in immediately available funds) for the Investor Interests purchased by such Proposed Purchaser. In the event that the closing of any Tag-Along Sale shall not occur within one hundred and eighty (180) days after the date of the Tag-Along Notice with respect thereto, or in the event that the actual terms and conditions of such Tag-Along Sale are not substantially identical to those set forth in the Tag-Along Notice, the Tag-Along Investors shall be entitled to revoke the Tag-Along Notice, in which event any subsequent Transfer of Investor Interests by such Proposed Sellers shall once again become subject to the provisions of this Section 9.6.

(d) Notwithstanding anything to the contrary contained herein, in connection with any Tag-Along Sale, the Tag-Along Investors shall receive for the sale of their Investor Interests a portion of the aggregate consideration paid by the Proposed Purchaser equal to the portion of the aggregate consideration that would be allocated to such Tag-Along Investors pursuant to Section 11.3(c) using an amount equal to the fully diluted equity value of the Company which shall be determined based on the price per Investor Interest proposed to be paid by the Proposed Purchaser.

(e) There shall be no liability on the part of the Directors, the Company Board, the Proposed Sellers or the Company to the Tag-Along Investors or any of their respective Affiliates if any Tag-Along Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Tag-Along Sale shall be in the sole and absolute discretion of the Proposed Sellers.

9.7 Company Sale.

(a) Subject to Section 9.3, if applicable, if at any time any Oak Hill Investor or group of Oak Hill Investors (collectively, the “Oak Hill Seller”) desires to Transfer any of its Investor Interests in order to effect a Company Sale to a third party purchaser that is not an Affiliate of the Oak Hill Seller (each, a “Third Party Purchaser”)

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(provided, that any Oak Hill Investor or any of their respective Affiliates may participate in any buy-out group, whether as Affiliates of such group or otherwise, established to purchase the Company or its business so long as such participants do not control the buy-out group), then the Oak Hill Seller shall require the Investors (the “Dragged Investors”), and the Dragged Investors shall, (i) if such Transfer is structured as a sale of Investor Interests, to Transfer, or cause to be Transferred, to the Third Party Purchaser the same percentage of the total number of Investor Interests held by the Dragged Investors as the percentage of the total number of Investor Interests held by the Oak Hill Seller to be Transferred pursuant to such Company Sale (the “Dragged Percentage”), or (ii) if such Transfer is structured as a merger, consolidation or sale of all or substantially all of the assets of the Company, to the extent the Investor is a Member, to vote in favor thereof, and otherwise to consent to and raise no objection to such transaction, and the Dragged Investors shall waive dissenters’ rights, appraisal rights or similar rights, if any, which the Dragged Investors may have in connection therewith. The rights of the Oak Hill Seller under this Section 9.7 shall be exercisable by written notice (a “Drag Along Notice”) delivered by the Oak Hill Seller to Dragged Investors, which shall state (A) that the Oak Hill Seller proposes to effect a Company Sale, (B) the portion of the applicable Investor Interests of the Oak Hill Seller proposed to be Transferred, (C) the proposed purchase price to be paid by the Third Party Purchaser for the Investor Interests to be Transferred, and (D) the other principal terms of the Company Sale. The consideration payable in connection with any such Company Sale shall be allocated and distributed to the Dragged Investors in the manner provided in Section 11.3(c).

(b) Prior to or in connection with the closing of any such proposed Company Sale, each Dragged Investor shall execute any purchase agreement or other certificates, instruments and other agreement required to consummate the proposed Company Sale, including the provision of, and representation and warranty as to, information requested by the Third Party Purchaser from the Oak Hill Seller and the provision of requisite indemnifications to the Third Party Purchaser; provided, however, that (i) except as may be otherwise provided in clause (ii), any such purchase agreement or other certificates, instruments and other agreements shall be on terms no less favorable to the Dragged Investors than those executed by the Oak Hill Seller in connection with such Company Sale and (ii) notwithstanding anything to the contrary herein, the Dragged Investors shall receive for the sale of their Investor Interests a portion of the aggregate consideration paid by the Third Party Purchaser equal to the portion of the aggregate consideration that would be allocated to such Dragged Investors pursuant to Section 11.3(c) using an amount equal to the fully diluted equity value of the Company, which shall be determined based on the price per Investor Interest proposed by the Third Party Purchaser; provided, further, that any indemnification provided to the Third Party Purchaser by the Oak Hill Seller and by the Dragged Investors shall be made pro rata in accordance with the portion of the aggregate consideration payable in connection with such Company Sale to be received by such Dragged Investors (except in the case of indemnifications arising as a result of a breach of a representation or warranty relating

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specifically to a particular seller, which shall be borne solely by such seller), except, that in no event shall the indemnification obligations of any Dragged Investor exceed the amount of proceeds received by such Dragged Investor in such Company Sale. At the closing of any such proposed Company Sale, the Dragged Investors shall deliver to the Third Party Purchaser (i) such instruments of transfer as shall be requested by the Third Party Purchaser with respect to the Investor Interests to be Transferred, against receipt of the purchase price therefor in such Company Sale and (ii) the Dragged Investors’ Investor Interests in the Company, free and clear of any liens or encumbrances (other than those created by this Agreement). In connection with Company Sale, the Dragged Investors shall use commercially reasonable efforts to obtain all necessary consents from third parties and take such other actions as may be necessary to effectuate the intent of the foregoing.

(c) In the event that the Company Sale is effectuated through a business combination (whether by way of merger, recapitalization or otherwise) or asset sale, the Investors shall use their commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or advisable to consummate and make effective the business combination.

(d) There shall be no liability on the part of the Oak Hill Seller, the Company Board or the Company to the Dragged Investors or any of their respective Affiliates if any Company Sale is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect a Company Sale shall be in the sole and absolute discretion of the Oak Hill Seller and the Company Board.

9.8 Initial Public Offering.

(a) Upon an Initial Public Offering, the Members, other than the Blocker Corporations, shall contribute their Interests to the successor corporation of the Company (the “Successor Corporation”) immediately prior to the consummation of the Initial Public Offering in exchange for common stock of the Successor Corporation.

(b) In connection with the Initial Public Offering, the Members (or the owners of the Members) shall effect a restructuring with respect to the Blocker Corporations, after which the OHB Holders shall own Equity Securities in the Successor Corporation directly (and not through the Blocker Corporations). The Members (or the owners of the Members) shall effect such restructuring in a manner that is intended to avoid recognition of gain or loss for U.S. federal income tax purposes. Such restructuring may involve (i) a single tax-free transaction under Section 351 of the Code in which the OHB Holders contribute their interests in the Blocker Corporations and the Members (other than the Blocker Corporations) contribute their respective membership interests in the Company to the Successor Corporation or (ii) a tax-free reorganization under Section 368 of the Code of the Blocker Corporations into the Successor Corporation combined with a separate tax-free contribution under Section 351 of the

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Code by the other Members of their membership interests in the Company to the Successor Corporation. If Equity Securities of the Blocker Corporations are contributed in a transaction that is intended to qualify as a tax-free transaction under Section 351 of the Code, the Members and their Affiliates will not permit the Blocker Corporations to be liquidated or merged out of existence, nor will the Blocker Corporations be permitted to transfer their membership interests in the Company or the Successor Corporation or one of its Affiliates, in each case, during the two-year period following the Initial Public Offering without the consent of the OHB Holders.

(c) Each Member or OHB Holder shall receive Equity Securities of the Successor Corporation having a value equal to the total proceeds that such Member would have received (or in the case of an OHB Holder, its pro rata share of the total proceeds that the Blocker Corporation in which such OHB Holder owns Equity Securities would have received, calculated by reference to such OHB Holder’s interest in such Blocker Corporation) pursuant to Section 11.3(c) of this Agreement if the Company were sold for its implied equity value as determined in good faith by the Company Board immediately prior to the Initial Public Offering. The implied equity of the Company shall be determined using the method of valuation used to determine the equity value of the Successor Corporation immediately prior to the Initial Public Offering and the determination of the Company Board shall be final and binding on the parties. All Members shall take, or cause to be taken, all action, and do, or cause to be done, all things necessary in connection with the consummation of an Initial Public Offering as the Company Board may reasonably request.

9.9 Holdback. To the extent requested (x) by the Successor Corporation or the Company Board, as the case may be, in the case of an Initial Public Offering and (y) by the managing underwriter, in the case of an underwritten public offering, each Member agrees not to effect any public sale or distribution of any equity securities of the Successor Corporation or of any securities convertible into or exchangeable or exercisable for such equity securities of the Successor Corporation, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of equity securities of the Successor Corporation, during the one hundred and eighty (180) day period, in the case of an Initial Public Offering, and the one hundred and twenty (120) day period, in the case of any other public offering, beginning on the effective date of the registration statement (except as part of such registration) for such public offering (or such shorter period as may be requested by the managing underwriter); provided, however, that no Member shall be bound by the holdback obligations set forth in this Section 9.9 unless all Members are similarly bound.

9.10 Satisfactory Written Assignment Required. Notwithstanding anything to the contrary herein, both the Company and the Company Board shall be

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entitled to treat the Transferor of an Investor Interest of any Investor in the Company as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written assignment or other instrument of Transfer that conforms to the requirements of this Article IX has been received by and recorded on the books of the Company.

9.11 Bankruptcy of a Member. The Bankruptcy of a Member shall not cause a dissolution of the Company, but the rights of such Member to receive distributions pursuant to this Agreement and to assign its Interests in the Company in accordance with this Article IX shall, on the happening of such an event, devolve on its successor for the purpose of administering its property, subject to the terms and conditions of this Agreement, and the Company shall continue as a limited Company in accordance with this Agreement and the Delaware Act. Such successor, however, shall become a substitute member only as provided in this Article IX with respect to a Transferee of such Member’s Interests in the Company. The successor of such Member shall be liable for all the obligations of such bankrupt Member.

9.12 Investor Interests Held by Blocker Corporations. Notwithstanding anything to the contrary herein, in connection with any proposed Transfer of Interests by the Blocker Corporations (including pursuant to a Company Sale), one or more of the Blocker Corporations may require the proposed Transferee and the other Investors to structure such Transfer in a manner such that the applicable OHB Holder Transfers its Equity Securities in one or more of the Blocker Corporations (the “Blocker Securities”) in lieu of the sale by such Blocker Corporation (or its Permitted Transferees) of its Interests in the Company to the proposed Transferee. If one or more Blocker Corporations make such election, the applicable OHB Holder shall receive a portion of the total proceeds equal to the proceeds that each such Blocker Corporation would otherwise have received in such Transfer, reduced by any discount or reduction in purchase price that such OHB Holder and the Company Board reasonably determine to be attributable to Transferee’s failure to obtain a stepped-up basis in the acquired Interests in the Company by reason of the sale of Blocker Securities in lieu of Interests. In furtherance of the foregoing, in connection with any such Transfer, the Company shall, if one or more of the Blocker Corporations so requests, solicit two offers from potential Transferees: (i) a bid for all Investor Interests of the Company and (ii) a bid for the Blocker Securities and all remaining Investor Interests of the Company not held by the Blocker Corporations.

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ARTICLE X

OTHER RIGHTS

10.1 Preemptive Rights.

(a) If the Company shall propose to issue and sell any additional Investor Interests or any rights to subscribe for or purchase pursuant to any option or otherwise any Equity Securities in the Company to any Class A Investor or any of its Affiliates (collectively the “Additional Investor Interests”), or enter into any contracts relating to the issuance or sale of any Additional Investor Interests to any Investor or any of its Affiliates, each other Class A Investor shall have the right to purchase that number of Additional Investor Interests at the same price and on the same other terms proposed to be issued and sold to such Class A Investor or any of its Affiliates, so that each such Class A Investor would, in the aggregate, after the issuance or sale of all of such Additional Investor Interests have the same Percentage Investor Interest in the Company as such Class A Investor had in the Investor Interests of the Company prior to such issuance and sale (in each such case, the “Proportionate Percentage”). For the avoidance of doubt, to the extent a Warrant Holder (in its capacity as such) desires to exercise its preemptive rights under this Section 10.1, such Warrant Holder shall only have the right to purchase warrants to acquire its Proportionate Percentage of Additional Investor Interests.

(b) The Company shall offer to sell to each Class A Investor its Proportionate Percentage of such Additional Investor Interests and to sell to each such Class A Investor such of the Additional Investor Interests as shall not have been subscribed for by the other Class A Investors as hereinafter provided, at the price and on the terms described above, which shall be specified by the Company in a written notice delivered by the Company Board to each Class A Investor (the “Preemptive Offer”). The Preemptive Offer shall by its terms remain open for a period of at least thirty (30) days from the date of receipt thereof and shall specify the date on which the Additional Investor Interests will be sold to accepting Class A Investors (which shall be at least thirty (30) but not more than one hundred and eighty (180) days from the date of the Preemptive Offer).

(c) Each Class A Investor shall have the right, during the period of the Preemptive Offer, to elect to purchase any or all of its Proportionate Percentage of the Additional Investor Interests at the purchase price and on the terms stated in the Preemptive Offer. Notice by any such Class A Investor of its acceptance, in whole or in part, of a Preemptive Offer shall be irrevocable, in writing and signed by such Class A Investor and delivered to the Company no later than thirty (30) days following delivery of the Preemptive Offer, setting forth the amount of Additional Investor Interests such Class A Investor elects to purchase up to the amount determined pursuant to Sections 10.1(a) and 10.1(b) in respect of such Class A Investor.

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(d) Each Class A Investor shall have the additional right to offer in its Notice of Acceptance to purchase any of the Additional Investor Interests not accepted for purchase by any other Class A Investors, in which event such Additional Investor Interests not accepted by such other Class A Investors shall be deemed to have been offered to and accepted by the Class A Investors exercising such additional right under this paragraph 10.1(d) pro rata in accordance with their respective Proportionate Percentages (determined without regard to those Class A Investors not electing to purchase their full respective Proportionate Percentages under the foregoing paragraph (c)) on the same terms and conditions as those specified in the Preemptive Offer, but in no event shall any such electing Class A Investor be allocated a number of Additional Investor Interests in excess of the maximum number of Additional Investor Interests as such Class A Investor has elected to purchase in its Notice of Acceptance.

(e) Robert Lawrence, for so long as he is employed by Local TV or a subsidiary or Affiliate thereof and to the extent permitted by the Company’s and Local TV’s credit agreements, shall have the right to fund the purchase of any of the Additional Investor Interests acquired pursuant to Section 10.1(c) (but not Section 10.1(d)) pursuant to recourse notes substantially in the same form as those used to bind his original acquisition of Class A Interests in Local TV.

(f) There shall be no liability on the part of the Company, the Company Board or any Class A Investor if the issuance of any Additional Investor Interests is not consummated for whatever reason. For the avoidance of doubt, the determination of whether to effect an issuance of Additional Investor Interests shall be in the sole and absolute discretion of the Company Board.

ARTICLE XI

DISSOLUTION; LIQUIDATION

11.1 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following events (the “Dissolution Event”):

(a) at any time upon a decision of the Company Board to dissolve the Company; or

(b) any other event sufficient under the Delaware Act to cause a dissolution of the Company.

11.2 Final Accounting. Upon the occurrence of the Dissolution Event, a proper accounting shall be made from the date of the last previous accounting to the date of the Dissolution Event.

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11.3 Liquidation.

(a) General. The Dissolution Event shall be effective as of the date on which the event occurs giving rise to the dissolution and all Investors shall be given prompt notice thereof in accordance with Article XIII hereof, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 11.3(c) hereof. Notwithstanding the dissolution of the Company, prior to the Termination of the Company, the business, assets and affairs of the Company shall continue to be governed by this Agreement.

(b) Liquidator. Upon the occurrence of the Dissolution Event, the Company Board shall act as the liquidator (the “Liquidator”) of the Company to wind up the Company. The Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

(c) Liquidating Distribution. After taking into account the deemed sale of any Company assets in accordance with Section 11.3(d) and the allocation of Net Profit or Net Loss for the last Fiscal Year of the Company, the Liquidator shall distribute all proceeds from liquidation in the following order of priority:

(i) first, to creditors of the Company in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof, including provision for contingent liabilities);

(ii) second, to all Class A Investors pro rata until the sum of (x) distributions to Class A Investors pursuant to this Section 11.3(c)(ii) plus (y) Extraordinary Distributions equals $1.1523 per Class A Investor Interest;

(iii) third, to all Class A Investors pro rata until each Class A Investor that holds a Class A Investor Interest has received cumulative distributions pursuant to Sections 6.4, 11.3(c)(ii), and this Section 11.3(c)(iii) equal to an internal rate of return of 8% per annum on an investment amount of $1.1523 per Class A Investor Interest calculated from the date hereof until the date of such distribution, compounded annually, determined for all Class A Investors by taking into account the times at which distributions by the Company were made;

(iv) fourth, to all Class B-1 Investors pro rata until each such Class B-1 Investor that holds a Class B-1 Investor Interest has received cumulative distributions pursuant to Section 6.4 and this Section 11.3(c)(iv) equal to $0.1523 per Class B-1 Investor Interest;

(v) fifth, to all Class B Investors pro rata until each Class B Investor has received cumulative distributions pursuant to Section 6.4 and this

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Section 11.3(c)(v) equal to the product of (x) such Class B Investor’s Percentage Investor Interest multiplied by (y) the sum of (A) all distributions made to the Class A Investors pursuant to Sections 11.3(c)(iii) above plus (B) all distributions made to the Class A Investors pursuant to Section 6.4 (excluding Extraordinary Distributions except to the extent in excess of $1.1523 per Class A Interest) plus (C) all distributions made to the Class B Investors pursuant to this Section 11.3(c)(v) (which clause (C) shall be calculated without regard to the proviso to this Section 11.3(c));

(vi) thereafter, to the Investors pro rata in accordance with the Percentage Investor Interests;

provided, however, that in all cases, each Class B-2 Investor Interest which is issued subsequent to the Initial Class B-2 Investor Interests and subject to an Incremental Distribution Threshold (a “Subsequent Class B-2 Investor Interest”) shall be entitled to share in distributions under Sections 11.3(c)(v) and 11.3(c)(vi) only after each Initial Class B-2 Investor Interest has received an amount of distributions pursuant to Section 6.4 and Sections 11.3(c)(v) and 11.3(c)(vi) after the date of issuance of the Subsequent Class B-2 Investor Interest equal to the applicable Incremental Distribution Threshold for such Subsequent Class B-2 Investor Interest.

(d) Distributions in Kind.

(i) The Liquidator shall determine whether any assets of the Company shall be liquidated through sale or shall be distributed in kind.

(ii) If any Company assets are to be distributed to the Investors in kind, for the purpose of allocating Net Profit or Net Loss for the last Fiscal Year of the Company to the Investors there shall be a deemed sale of all assets to be so distributed for an amount equal to their Fair Market Value, as reasonably determined by the Liquidator, and any gain or loss attributable thereto shall be taken into account in determining the Net Profit or Net Loss, as the case may be, for the last Fiscal Year of the Company, as reasonably determined by the Liquidator.

(iii) A distribution in kind of an asset to an Investor shall be considered, for the purposes of this Article XI, a distribution in an amount equal to the Fair Market Value of the asset so distributed, as reasonably determined by the Liquidator.

11.4 Termination of Company. Upon the completion of the distribution of Company assets as provided in Section 11.3(c), the Person acting as Liquidator shall cause the Termination of the Company.

11.5 Liability of Company for Return of Capital Contributions. Each Member, by its acceptance of this Agreement, agrees that liability for the return of its Capital Contributions is limited to the Company and the Company’s assets. Each

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Member shall look solely to the assets of the Company for all distributions with respect to the Company and its Capital Contributions thereto, and shall have no recourse therefor (upon dissolution or otherwise) against the other Investors.

ARTICLE XII

AMENDMENTS TO AGREEMENT

12.1 Amendments. This Agreement may only be amended in writing by (a) the Company Board or (b) the Class A Members holding a majority of Interests; provided, however, that this Agreement may not be amended pursuant to clause (a) or (b) without the prior written consent of any Member with respect to which such amendment would be adverse in a manner different from its effect on any other Member. Notwithstanding the foregoing, the Company Board or the Class A Members holding a majority of Interests, in their sole discretion, may amend the Agreement without the consent of any other Member if such amendment: (i) reflects the admission of any additional Person as a Member or joining of any additional Person to the Warrant Agreement as a Warrant Holder, including amending Articles VI and XI in connection with (A) the issuance of Investor Interests other than Class A or Class B Investor Interests (in which case, the amendment shall set forth the terms of such additional Investor Interests) or (B) a change in the Percentage Investor Interest of any Investor, in accordance with the provisions of this Agreement; (ii) reflects the additional Capital Contribution by a Person who is an Investor on the date hereof (including payments with respect to Warrants that are treated as Capital Contributions pursuant to this Agreement); (iii) reflects the Transfer of any Investor Interest in the Company in accordance with the provisions of this Agreement; (iv) corrects typographical errors or eliminates ambiguities; (v) is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any United States federal or state agency or contained in any United States federal or state statute; or (vi) eliminates or modifies any action previously required by the Delaware Act to be taken by or on behalf of the Company Board or the Company if the taking of such action is no longer required by the Delaware Act and such action does not adversely affect any Member in any material respect; provided, that the amendments described in clauses (i) and (ii) of this sentence may not adversely affect the relative priorities of the Investors as of the date hereof with respect to Articles VI and XI without the consent of any Member that is so affected. For the avoidance of doubt, the consent of the Warrant Holders shall not be required to effect any amendment to this Agreement.

ARTICLE XIII

NOTICES

13.1 Method for Notices. All notices, demands or other communications to be given to, or served upon, any of the parties to this Agreement by

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reason of this Agreement, shall be in writing and either shall be delivered in person with receipt acknowledged or by first-class mail, return receipt requested, postage prepaid, or by facsimile transmission, and, in each case, addressed at the address or facsimile number set forth below such Member’s name on such Member’s signature page hereto, or to such other address or facsimile number as shall be on record with the Company. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand or other communication hereunder shall be deemed to have been duly given or served on the date on which delivered (with receipt acknowledged) or sent by facsimile transmission.

ARTICLE XIV

CERTAIN COVENANTS

14.1 Confidentiality.

(a) Each Member recognizes that Confidential Information may have been and may be disclosed to such Member by the Company. Each Member shall not engage in the unauthorized use, and shall cause its Affiliates not to engage in the unauthorized use, or make any unauthorized disclosure to any third party, any Confidential Information without the prior written consent of the Company Board and shall use due care to ensure that such Confidential Information is kept confidential, including by treating such information as such party would treat its own Confidential Information. Notwithstanding the foregoing, the Members shall have the right to share any Confidential Information with the holders of their Equity Securities, any of their respective direct or indirect members, any proposed acquiror or Transferee of their Equity Securities, any of their current or potential financial sources or any of their attorneys, accountants or other advisors, each of whom shall be required to agree to keep confidential such Confidential Information to the extent required of the Members under this Section 14.1. As used herein, “Confidential Information” means all information, knowledge, systems or data relating to the business, operations, finances, policies, strategies, intentions or inventions of the Company (including any of the terms of this Agreement) from whatever source obtained, except for any such information, knowledge, systems or data which at the time of disclosure was in the public domain or otherwise in the possession of the disclosing Person unless such information, knowledge, systems or data was placed into the public domain or became known to such disclosing Person other than in violation of any non-disclosure obligation, including this Section 14.1. Nothing in this Section 14.1 shall prohibit any Member or any of its Affiliates from disclosing the terms of this Agreement to its counsel or any court or other Governmental Entity in connection with the enforcement by such Member of this Agreement.

(b) If any Member is requested to disclose any Confidential Information by any Governmental Entity, such Member will promptly notify the Company to permit it to seek a protective order or take other action that the Company

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Board in its discretion deems appropriate, and such Member will cooperate in any such efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information. If, in the absence of a protective order, such Member is compelled as a matter of law to disclose any such information in any proceeding or pursuant to legal process, such Member may disclose to the party compelling disclosure only the part of such Confidential Information as is required by Law to be disclosed (in which case, prior to such disclosure, such Member will advise and, if requested by the Company Board, consult with the Company and its counsel as to such disclosure and the nature and wording of such disclosure) and such Member will use its reasonable best efforts to obtain confidential treatment therefor.

(c) Each Member shall indemnify each other Investor and the Company for any loss, damage, liability, claims and expenses incurred, suffered or sustained by any of them as a result of any breach by such Member or its Affiliate of this Section 14.1.

14.2 Access. Each Member (other than the Oak Hill Investors) acknowledges that (a) it or he has had and will continue to have access to Confidential Information and trade secrets that if misused or disclosed would cause material harm to the Company, (b) it or he possesses and will continue to receive Confidential Information and trade secrets of the Company and exposure to key customers of the Company, (c) the Company has expended and will continue to expend significant time, efforts and resources in the hiring, training and development of an unusual and extraordinary workforce whose identities and abilities the Member would not know or learn of but for its or his relationship with the Company; and (d) it or he is agreeing to the covenants set forth in this Article XIV in order to induce the Company to offer such Member the opportunity to make an investment in the Company, which is of substantial benefit to such Member. The covenants set forth in this Article XIV may only be enforced by the Company or its Subsidiaries.

14.3 Injunctive Relief. The Company shall be entitled to seek injunctive relief to enforce the provisions of Article XIV hereof and each Member hereby consents to the issuance by a court of competent jurisdiction of a temporary restraining order, or preliminary or permanent injunction to enforce its rights and hereby waives any requirement of a posting of a bond.

ARTICLE XV

GENERAL PROVISIONS

15.1 Additional Members. One or more additional Members may, subject to the terms of this Agreement, be admitted into the Company at any time on such terms and conditions, in each case as determined by the Company Board, and the Agreement may be amended by the Company Board to reflect any such admission and

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terms and conditions; provided, however, that a Warrant Holder’s exercise of its Warrant(s) and admittance as a Member shall be pursuant and subject to the Warrant Agreement. Prior to the admission of any additional Member, including upon the exercise of a Warrant by a Warrant Holder, such Member shall have executed and delivered to the Company a written undertaking to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto. Subject to Section 4.4 hereof, any such additional Member shall have the number of Investor Interests as determined in the sole discretion of the Company Board, or where such additional Member becomes a Member as a result of the exercise of a Warrant, as determined after giving effect to such exercise.

15.2 FCC Consent. In the event that any action to be taken under this Agreement would result in a change of control of any license, permit or other authorization issued by the FCC such that the prior consent of the FCC is required for the consummation of such action under the Communications Act or the rules, regulations and policies of the FCC which are then in effect, the obtaining of such FCC consent shall be a condition for the consummation of such action and the parties hereto shall cooperate and use all commercially reasonable efforts to make any required filings with the FCC to obtain such consent of the FCC prior to the taking of such action.

15.3 Waiver of Jury Trial. EACH MEMBER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY CAUSE OF ACTION RELATING TO THE COMPANY.

15.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PROVISIONS, POLICIES OR PRINCIPLES THEREOF RELATING TO CHOICE OR CONFLICT OF LAWS.

15.5 Power of Attorney.

(a) Each Member hereby irrevocably appoints and empowers the Company Board, and any officer of the Company appointed by the Company Board to undertake any of the following actions (an “Appointed Officer”), as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to make, execute, acknowledge, publish and file in the appropriate public offices (i) any amendment to the Certificate of Formation, (ii) any certificate, instrument or document as may be required by, or may be appropriate under, the laws of any state or other jurisdiction in which the Company is doing or intends to do business, (iii) any other instrument that may be required to be filed by the Company under the laws of any state or by any governmental agency and (iv) any document which may be required to effect the continuation of the Company, the admission, withdrawal or substitution of any Member pursuant to this Agreement, the joinder or release of any Warrant Holder pursuant to the Warrant Agreement, and the dissolution and Termination of the Company pursuant to the terms of this Agreement.

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(b) The foregoing grant of authority, to the fullest extent permitted under applicable law, subject to the limitations set forth in this Agreement, (i) is an irrevocable special power of attorney, coupled with an interest, and shall survive and not be affected by the subsequent death, incompetency, disability, dissolution, bankruptcy or termination of any Member and shall extend to such Member’s heirs, successors, assigns and personal representatives, (ii) may be exercised by the Company Board and/or the Appointed Officer, if applicable, for each and every Member acting as attorney-in-fact for each and every Member and (iii) shall survive the sale by any Member of all or any portion of its interest in the Company and shall be fully binding upon such transferee, except that the power of attorney shall survive such sale with respect to the transferor Member for the sole purpose of enabling the Company Board and/or the Appointed Officer, if applicable, to execute, acknowledge and file any instrument necessary to effect the admission of such transferee as a Member.

15.6 Discretion. Whenever in this Agreement a Member is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interests of or factors affecting the Company or any other Investor, or (b) in its “good faith” or under another expressed standard, a Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

15.7 Entire Agreement. This Agreement (with its Schedules and Exhibits) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the parties hereto with respect to the subject matter hereof.

15.8 Binding Effect. Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns.

15.9 Counterparts. This Agreement may be executed either directly or by an attorney-in-fact, in any number of counterparts of the signature pages, and may be delivered by means of facsimile or electronic transmission in portable document format, each of which shall be considered an original and all of which shall constitute the same agreement.

15.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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15.11 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

15.12 Waiver of Partition. Each Member hereby irrevocably waives any right that it may have to maintain any action for partition with respect to any Company property.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

MEMBERS:
OAK HILL CAPITAL PARTNERS II, L.P.
By:	OHCP GenPar II, L.P.,
	its general partner
By:	OHCP MGP II, LLC,
	its general partner
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

Oak Hill Capital Management Partners II, L.P.
By:	OHCP II GenPar, L.P.,
	its general partner
By:	OHCP MGP II, LLC,
	its general partner
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

Local TV B-Corp A, Inc.
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

Local TV B-Corp B, Inc.
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

OHCP III LTV A, LLC.
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:

201 Main Street, Suite 1620

Fort Worth, TX 76102

Facsimile: (817) 820-1623

OHCP in LTV B, LLC.
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President

Address for Notice:
201 Main Street, Suite 1620 Fort Worth, TX 76102 Facsimile: (817) 820-1623
	OHCP III LTV C, INC.
	By:	/s/ Kevin G. Levy
	Name:	Kevin G. Levy
	Title:	Vice President
Address for Notice:
201 Main Street, Suite 1620 Fort Worth, TX 76102 Facsimile: (817) 820-1623
	OHCP III LTV D, INC.
	By:	/s/ Kevin G. Levy
	Name:	Kevin G. Levy
	Title:	Vice President
Address for Notice:
201 Main Street, Suite 1620 Fort Worth, TX 76102 Facsimile: (817) 820-1623
	GEOLO P INVESTORS, L.L.C.
	By:	/s/ Thomas M. Gottlieb
	Name:	Thomas M. Gottlieb
	Title:	Manager
Address for Notice:	With copies (which shall not constitute notice) to:
3555 Timmons Lane, Suite 800	Thomas Gottlieb		Leonard Loventhal
Houston, Texas 77027	Managing Partner, GEOLO Capital		leoloventhal@sbcglobal.net
Facsimile: (713) 623-2317	Pier 5, The Embarcadero, Suite 102
	San Francisco, CA 94111
	Facsimile: (419) 821-6813
	tg@geolo.com
	By:	/s/ Robert Lawrence
		Robert Lawrence

Address for Notice:

4320 Willow Hills

Cincinnati, Ohio 45243

By:	/s/ Pamela C. Taylor
	Pamela C. Taylor

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

By:	/s/ Theodore W. Kuhlman
	Theodore W. Kuhlman

Address for Notice:

1717 Dixie Highway #650

Ft. Wright, Kentucky, 41011

Facsimile: (859) 331-6014

SCHEDULE I¹

As of July 14, 2008

Class A Interests

Members	Capital Account	Initial Capital Contributions	Number of Class A Interests	Percentage Investor Interest
Oak Hill Capital Partners II, L.P.	99,612,039.962	Class A Interests in Local TV	86,445,695.56		16.46	%
New contribution made July 14, 2008	47,875,592.21	47,875,592.21	41,547,576.69		7.91	%
Local TV B-Corp A, Inc.	34,230,582.892	Class A Interests in Local TV	29,706,113.32		5.66	%
New contribution made July 14, 2008	16,451,921.16	16,451,921.16	14,277,368.17		2.72	%
Local TV B-Corp B, Inc.	13,569,402.052	Class A Interests in Local TV	11,775,849.58		2.24	%
New contribution made July 14, 2008	6,521,733.32	6,521,733.32	5,659,715.17		1.08	%
Oak Hill Capital Management Partners II, L.P.	2,387,975.102	Class A Interests in Local TV	2,072,341.54		0.39	%
New contribution made July 14, 2008	1,244,753.30	1,244,753.30	1,080,226.49		0.21	%

¹  For illustrative purposes, this Schedule I assumes that all Class B Investor Interests available to be awarded have been awarded and have fully vested.

²  The Investor’s Capital Account reflects a Revaluation pursuant to Section 6.3(j) of this Agreement.

Schedule I-1

Members	Capital Account	Initial Capital Contributions	Number of Class A Interests	Percentage Investor Interest
Robert Lawrence	1,382,769.233	Class A Interests in Local TV	1,200,000.00		0.23	%
OHCP III LTV A, LLC	208,376,231.36	208,376,231.36	180,833,845.64		34.43	%
OHCP III LTV B, LLC	2,763,493.13	2,763,493.13	2,398,225.01		0.46	%
OHCP III LTV C, Inc.	69,144,676.51	69,144,676.51	60,005,393.50		11.42	%
OHCP III LTV D, Inc.	10,396,599.00	10,396,599.00	9,022,415.68		1.72	%
Geolo P Investors, L.L.C.	19,225,000.00	19,225,000.00	16,683,911.88		3.18	%

³  The Investor’s Capital Account reflects a Revaluation pursuant to Section 6.3(j) of this Agreement.

Schedule I-2

Class B Interests

Members	Capital Account	Initial Capital Contributions	Number of Class B Interests	Percentage Investor Interest
Robert Lawrence Class B-1 Interests	0	Class B Interests in Local TV	7,937,300		1.51	%
Class B-2 Interests			18,310,645		3.49	%
Pamela C. Taylor Class B-1 Interests	0	Class B Interests in Local TV	971,152		0.18	%
Class B-2 Interests			6,308,710		1.20	%
Theodore W. Kuhlman Class B-1 Interests	0	Class B Interests in Local TV	693,680		0.13	%
Class B-2 Interests			5,139,291		0.98	%

Class A Warrants

Warrant Holders	Capital Account	Initial Capital Contributions	Number of Class A Interests issuable upon exercise of the Class A Warrant(s) held by  the Warrant Holder	Percentage Investor Interest
Benjamin L. Homel	2,535,076.924	Class A Warrant in Local TV	2,200,000		0.42	%

⁴  The Investor’s Capital Account reflects a Revaluation pursuant to Section 6.3(j) of this Agreement.

Schedule I-3

Class B Warrants

Warrant Holders	Capital Account	Initial Capital Contributions	Number of Class B Interests issuable upon exercise of the Class A Warrant(s) held by the Warrant Holder	Percentage Investor Interest
Benjamin L. Homel	0	Class B Warrant in Local TV	4,568,950		0.87	%

	Number of Class B Investor Interests	Percentage Investor Interest
Other Class B Investor Interests Available to be Awarded	16,402,645		3.12	%

Schedule I-4

SCHEDULE II

Company Board

Directors

Scott Baker

J. Taylor Crandall

Benjamin Diesbach

Jonathan Friesel

Robert L. Lawrence

David K. McKown

Schedule II

EX-3.64

Exhibit 3.64

CERTIFICATE OF FORMATION

OF

LOCAL TV NORFOLK REAL ESTATE, LLC

This Certificate of Formation of Local TV Norfolk Real Estate, LLC (the “Company”) dated as of July 26, 2010, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Norfolk Real Estate, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Justin Smith, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Justin Smith

Justin Smith

Authorized Person

EX-3.65

Exhibit 3.65

OPERATING AGREEMENT OF

LOCAL TV NORFOLK REAL ESTATE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On August 4, 2010, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

Section 6. Effectiveness. Pursuant to Section 18-201(d) of the Delaware Limited Liability Company Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Secretary of State on July 27, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Norfolk Real Estate, LLC dated as of the date first written above.

LOCAL TV NORFOLK REAL ESTATE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary
LOCAL TV VIRGINIA, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

EX-3.66

Exhibit 3.66

CERTIFICATE OF FORMATION

OF

MAGIC T MUSIC PUBLISHING COMPANY, LLC

This Certificate of Formation of Magic T Music Publishing Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Magic T Music Publishing Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.67

Exhibit 3.67

MAGIC T MUSIC PUBLISHING COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Magic T Music Publishing Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE ENTERTAINMENT COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Magic T Music Publishing Company, LLC

EX-3.68

Exhibit 3.68

CERTIFICATE OF FORMATION

OF

MEDIA BY NUMBERS, LLC

1. The name of the limited liability company is MEDIA BY NUMBERS, LLC.

2. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of MEDIA BY NUMBERS, LLC this 2 day of October, 2008.

/s/ Lorie Gleim

Lorie Gleim, Authorized Person

EX-3.69

Exhibit 3.69

MEDIA BY NUMBERS, LLC

a Delaware Limited Liability Company

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Media By Numbers, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 29, 2014, by Baseline Acquisitions LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, on October 2, 2008, a Certificate of Formation (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, the Member desires to amend and restate the Limited Liability Company Operating Agreement of the Company, dated as of October 2, 2008 (the “Operating Agreement”), in its entirety and for the Operating Agreement to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member hereby amends and restates the Operating Agreement in its entirety, and agrees, as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Media By Numbers, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act

and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and

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conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.5 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the

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Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

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ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as

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it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

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(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

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(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall

10

not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
BASELINE ACQUISITIONS LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

Amended and Restated Limited Liability Company Agreement of Media By Numbers, LLC

EX-3.70

Exhibit 3.70

CERTIFICATE OF FORMATION

OF

OAK BROOK PRODUCTIONS, LLC

This Certificate of Formation of Oak Brook Productions, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Oak Brook Productions, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.71

Exhibit 3.71

OAK BROOK PRODUCTIONS, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Oak Brook Productions, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Oak Brook Productions, LLC

EX-3.72

Exhibit 3.72

CERTIFICATE OF FORMATION

OF

RIVERWALK HOLDCO, LLC

This Certificate of Formation of Riverwalk Holdco, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Riverwalk Holdco, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.73

Exhibit 3.73

RIVERWALK HOLDCO, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Riverwalk Holdco, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of Riverwalk Holdco, LLC

EX-3.74

Exhibit 3.74

CERTIFICATE OF FORMATION

OF

RIVERWALK HOLDCO II, LLC

This Certificate of Formation of Riverwalk Holdco II, LLC (the “Company”), dated September 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Riverwalk Holdco II, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David P. Eldersveld

David P. Eldersveld

Authorized Person

EX-3.75

Exhibit 3.75

RIVERWALK HOLDCO II, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Riverwalk Holdco II, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Riverwalk Holdco II, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of Riverwalk Holdco II, LLC

EX-3.76

Exhibit 3.76

CERTIFICATE OF FORMATION

OF

STUDIO SYSTEMS, LLC

1. The name of the limited liability company shall be Studio Systems, LLC.

2. The address of the limited liability company’s registered office in the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address shall be Corporation Service Company.

3. This Certificate of Formation shall be effective on October 7, 2011.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate this 7th day of October, 2011.

/s/ Kenneth A. Richieri
Name:	Kenneth A. Richieri
Title:	Secretary

EX-3.77

Exhibit 3.77

STUDIO SYSTEMS, LLC

a Delaware Limited Liability Company

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Studio Systems, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 29, 2014, by Baseline Acquisitions LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, on October 7, 2011, a Certificate of Formation (the “Certificate of Formation”) was filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, the Member desires to amend and restate the Operating Agreement of the Company, dated as of October 7, 2011 (the “Operating Agreement”), in its entirety and for the Operating Agreement to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member hereby amends and restates the Operating Agreement in its entirety, and agrees, as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Studio Systems, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to

engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

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2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.5 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such

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Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee,

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manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company

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(and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate,

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pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

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9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

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10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
BASELINE ACQUISITIONS LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

Amended and Restated Limited Liability Company Agreement of Studio Systems, LLC

EX-3.78

Exhibit 3.78

CERTIFICATE OF FORMATION

OF

TOWER DISTRIBUTION COMPANY, LLC

This Certificate of Formation of Tower Distribution Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tower Distribution Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.79

Exhibit 3.79

TOWER DISTRIBUTION COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tower Distribution Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Tower Distribution Company, LLC

EX-3.80

Exhibit 3.80

CERTIFICATE OF FORMATION

OF

TOWERING T MUSIC PUBLISHING COMPANY, LLC

This Certificate of Formation of Towering T Music Publishing Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Towering T Music Publishing Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.81

Exhibit 3.81

TOWERING T MUSIC PUBLISHING COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Towering T Music Publishing Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE ENTERTAINMENT COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Towering T Music Publishing Company, LLC

EX-3.82

Exhibit 3.82

CERTIFICATE OF FORMATION

OF

TRIBUNE (FN) CABLE VENTURES, LLC

This Certificate of Formation of Tribune (FN) Cable Ventures, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune (FN) Cable Ventures, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.83

Exhibit 3.83

TRIBUNE (FN) CABLE VENTURES, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune (FN) Cable Ventures, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzafierri
Title:	Treasurer

Limited Liability Company Agreement of Tribune (FN) Cable Ventures, LLC

EX-3.84

Exhibit 3.84

CERTIFICATE OF FORMATION

OF

TRIBUNE BROADCASTING COMPANY, LLC

This Certificate of Formation of Tribune Broadcasting Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Broadcasting Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.85

Exhibit 3.85

TRIBUNE BROADCASTING COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Broadcasting Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE COMPANY
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	Executive Vice President

Limited Liability Company Agreement of Tribune Broadcasting Company, LLC

EX-3.86

Exhibit 3.86

CERTIFICATE OF FORMATION

OF

TRIBUNE BROADCASTING COMPANY II, LLC

This Certificate of Formation of Tribune Broadcasting Company II, LLC (the “Company”), dated June 27, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Broadcasting Company II, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

TRIBUNE COMPANY, as Sole Member:
By:	/s/ Daniel Kazan
Name:	Daniel Kazan
	Authorized Person

EX-3.87

Exhibit 3.87

TRIBUNE BROADCASTING COMPANY II, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tribune Broadcasting Company II, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 27, 2013, by Tribune Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Broadcasting Company II, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

TRIBUNE COMPANY, as Sole Member
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	Executive Vice President and Chief Financial Officer

Limited Liability Company Agreement of Tribune Broadcasting Company II, LLC

EX-3.88

Exhibit 3.88

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF COLORADO, LLC

This Certificate of Formation of Community Television of Colorado, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Colorado, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.89

Exhibit 3.89

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF COLORADO, LLC

This Certificate of Amendment of Community Television of Colorado, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Denver, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.90

Exhibit 3.90

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF COLORADO, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Colorado, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF COLORADO, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.91

Exhibit 3.91

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF COLORADO, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Colorado, LLC” to “Tribune Broadcasting Denver, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of Tribune Broadcasting Denver, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Colorado, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Denver, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Denver, LLC]

EX-3.92

Exhibit 3.92

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF COLORADO LICENSE, LLC

This Certificate of Formation of Community Television of Colorado License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Colorado License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.93

Exhibit 3.93

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF COLORADO LICENSE, LLC

This Certificate of Amendment of Community Television of Colorado License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Denver License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.94

Exhibit 3.94

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF COLORADO LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Colorado License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF COLORADO LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.95

Exhibit 3.95

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF COLORADO LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Colorado License, LLC” to “Tribune Broadcasting Denver License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of Tribune Broadcasting Denver License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Colorado License, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Denver License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Denver License, LLC]

EX-3.96

Exhibit 3.96

CERTIFICATE OF FORMATION

OF

LOCAL TV ARKANSAS, LLC

This Certificate of Formation of Local TV Arkansas, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Arkansas, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.97

Exhibit 3.97

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ARKANSAS, LLC

This Certificate of Amendment of Local TV Arkansas, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Fort Smith, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.98

Exhibit 3.98

OPERATING AGREEMENT OF

LOCAL TV ARKANSAS, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Arkansas, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there, shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

2

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in fall force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

3

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Arkansas, LLC effective as of the date first written above.

LOCAL TV ARKANSAS, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.99

Exhibit 3.99

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ARKANSAS, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Arkansas, LLC” to “Tribune Broadcasting Fort Smith, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of Tribune Broadcasting Fort Smith, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Arkansas, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Fort Smith, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Fort Smith, LLC]

EX-3.100

Exhibit 3.100

CERTIFICATE OF FORMATION

OF

LOCAL TV ARKANSAS LICENSE, LLC

This Certificate of Formation of Local TV Arkansas License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Arkansas License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.101

Exhibit 3.101

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ARKANSAS LICENSE, LLC

This Certificate of Amendment of Local TV Arkansas License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Fort Smith License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.102

Exhibit 3.102

OPERATING AGREEMENT OF

LOCAL TV ARKANSAS LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Arkansas License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Arkansas License, LLC effective as of the date first written above.

LOCAL TV ARKANSAS LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.103

Exhibit 3.103

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ARKANSAS LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Arkansas License, LLC” to “Tribune Broadcasting Fort Smith License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of Tribune Broadcasting Fort Smith License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Arkansas License, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Fort Smith License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Fort Smith License, LLC]

EX-3.104

Exhibit 3.104

CERTIFICATE OF FORMATION

OF

TRIBUNE BROADCASTING HARTFORD, LLC

This Certificate of Formation of Tribune Broadcasting Hartford, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Broadcasting Hartford, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.105

Exhibit 3.105

TRIBUNE BROADCASTING HARTFORD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Broadcasting Hartford, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Tribune Broadcasting Hartford, LLC

EX-3.106

Exhibit 3.106

CERTIFICATE OF FORMATION

OF

TRIBUNE BROADCASTING INDIANAPOLIS, LLC

This Certificate of Formation of Tribune Broadcasting Indianapolis, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Broadcasting Indianapolis, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.107

Exhibit 3.107

TRIBUNE BROADCASTING INDIANAPOLIS, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Broadcasting Indianapolis, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Tribune Broadcasting Indianapolis, LLC

EX-3.108

Exhibit 3.108

CERTIFICATE OF INCORPORATION

OF

NEW WORLD COMMUNICATIONS OF KANSAS CITY, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

New World Communications of Kansas City, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent. The name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

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ARTICLE IV

Section 1. The Corporation shall be authorized to issue 2,000 shares of capital stock, of which 1,000 shares shall be shares of Common Stock, $.01 par value (“Common Stock”), and 1,000 shares shall be shares of Preferred Stock, $.01 par value (“Preferred Stock”).

Section 2. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (hereinafter referred to as the “Board”) is hereby authorized to fix the voting rights, if any, designations, powers, preferences and the relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

Section 3. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board in expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing

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violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Section 2. Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and

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such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer in not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit

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against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting ouch claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expellees incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving ouch deforest shell be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

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(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Gail K. Edelman, c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 27th day of May, 1994.

/s/ Gail K. Edelman

Gail K. Edelman

Incorporator

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EX-3.109

Exhibit 3.109

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

New World Communications of Kansas City, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: That by written consent in lieu of a formal meeting of the Board of Directors of the Corporation, in accordance with Section 141(f) of the DGCL and the Amended and Restated By-laws of the Corporation (the “Bylaws”), resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Tribune Broadcasting Kansas City, Inc.

RESOLVED, FURTHER, that the Certificate of Incorporation be amended by changing the Article II thereof so that, as amended, said Article shall be and read as follows:

The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

SECOND: That thereafter, by written consent in lieu of a formal meeting of stockholders, in accordance with Section 228 of the DGCL and the Bylaws, the necessary number of shares as required by statute consented to the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, New World Communications of Kansas City, Inc. has caused this certificate to be signed this 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

[Signature Page to Certificate of Amendment of Certificate of Incorporation of New World Communications of Kansas City, Inc.]

EX-3.110

Exhibit 3.110

AMENDED AND RESTATED

BY-LAWS

OF

NEW WORLD COMMUICATIONS OF KANSAS CITY, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK: Certificates representing stock in the corporation shall be signed by, or in the name of the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificates representing such shares. The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES: Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide

by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof the written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS: The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrant, aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS: Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfer or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS: For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice

2

is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6. MEANING OF CERTAIN TERMS: As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7. STOCKHOLDER MEETINGS:

7.1 TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

7.2 PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

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7.3 CALL: Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

7.4 NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting and shall, if any other action which could be taken at a special meeting is to be taken at such annual meeting, state the purpose or purposes. The notice of any special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

7.5 STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock

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ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

7.6 CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

7.7 PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

7.8 INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

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7.9 QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

7.10 VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Amended and Restated By-Laws. In the election of directors, and for any other action, voting need not be by ballot.

8. STOCKHOLDER ACTION Without MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States or a resident of the State of General Corporation Law. The Board of Directors shall consist of 1 or more persons, such number to be fixed from time to time by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice

6

to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office although less than a quorum, or by the sole remaining director.

4. MEETINGS.

4.1 TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

4.2 PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

4.3 CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

4.4 NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

4.5 QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another

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time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Amended and Restated By-Laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors. Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4.6 CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VI

CONTROL OVER AMENDED AND RESTATED BY-LAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter or repeal these Amended and Restated By-Laws and to adopt new by-laws may be exercised by the Board of Directors.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Amended and Restated By-Laws of NEW WORLD COMMUNICATIONS OF KANSAS CITY, INC., a General Corporation Law corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation. Dated: January 22, 1997

/s/ Jay Itzkowitz

Jay Itzkowitz

Senior Vice President

(SEAL)

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EX-3.111

Exhibit 3.111

CERTIFICATE OF FORMATION

OF

LOCAL TV VIRGINIA, LLC

This Certificate of Formation of Local TV Virginia, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Virginia, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.112

Exhibit 3.112

CERTIFICATE OF AMENDMENT

OF

LOCAL TV VIRGINIA, LLC

This Certificate of Amendment of Local TV Virginia, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Norfolk, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.113

Exhibit 3.113

OPERATING AGREEMENT OF

LOCAL TV VIRGINIA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Virginia, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Virginia, LLC effective as of the date first written above.

LOCAL TV VIRGINIA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.114

Exhibit 3.114

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV VIRGINIA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Virginia, LLC” to “Tribune Broadcasting Norfolk, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of Tribune Broadcasting Norfolk, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Virginia, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Norfolk, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Norfolk, LLC]

EX-3.115

Exhibit 3.115

CERTIFICATE OF FORMATION

OF

LOCAL TV OKLAHOMA, LLC

This Certificate of Formation of Local TV Oklahoma, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Oklahoma, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.116

Exhibit 3.116

CERTIFICATE OF AMENDMENT

OF

LOCAL TV OKLAHOMA, LLC

This Certificate of Amendment of Local TV Oklahoma, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Oklahoma City, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.117

Exhibit 3.117

OPERATING AGREEMENT OF

LOCAL TV OKLAHOMA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Oklahoma, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Oklahoma, LLC effective as of the date first written above.

LOCAL TV OKLAHOMA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.118

Exhibit 3.118

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV OKLAHOMA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Oklahoma, LLC” to “Tribune Broadcasting Oklahoma City, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of Tribune Broadcasting Oklahoma City, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Oklahoma, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Oklahoma City, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Oklahoma City, LLC]

EX-3.119

Exhibit 3.119

CERTIFICATE OF FORMATION

OF

LOCAL TV OKLAHOMA LICENSE, LLC

This Certificate of Formation of Local TV Oklahoma License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Oklahoma License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.120

Exhibit 3.120

CERTIFICATE OF AMENDMENT

OF

LOCAL TV OKLAHOMA LICENSE, LLC

This Certificate of Amendment of Local TV Oklahoma License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is Tribune Broadcasting Oklahoma City License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.121

Exhibit 3.121

OPERATING AGREEMENT OF

LOCAL TV OKLAHOMA LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Oklahoma License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Oklahoma License, LLC effective as of the date first written above.

LOCAL TV OKLAHOMA LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.122

Exhibit 3.122

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV OKLAHOMA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Oklahoma License, LLC” to “Tribune Broadcasting Oklahoma City License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of Tribune Broadcasting Oklahoma City License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Oklahoma License, LLC” within the Agreement in their entirety and replacing such references with the following: “Tribune Broadcasting Oklahoma City License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – Tribune Broadcasting Oklahoma City License, LLC]

EX-3.123

Exhibit 3.123

CERTIFICATE OF FORMATION

OF

TRIBUNE BROADCASTING SEATTLE, LLC

This Certificate of Formation of Tribune Broadcasting Seattle, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Broadcasting Seattle, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.124

Exhibit 3.124

TRIBUNE BROADCASTING SEATTLE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Broadcasting Seattle, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Tribune Broadcasting Seattle, LLC

EX-3.125

Exhibit 3.125

CERTIFICATE OF FORMATION

OF

TRIBUNE DIGITAL VENTURES, LLC

This Certificate of Formation of Tribune Digital Ventures, LLC (the “Company”), dated September 17, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TRIBUNE DIGITAL VENTURES, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ Jack Rodden
	Jack Rodden
	Authorized Person

EX-3.126

Exhibit 3.126

TRIBUNE DIGITAL VENTURES, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tribune Digital Ventures, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 17, 2013, by Tribune Company a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Digital Ventures, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE COMPANY
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President and Treasurer

Limited Liability Company Agreement of Tribune Digital Ventures, LLC

EX-3.127

Exhibit 3.127

CERTIFICATE OF FORMATION

OF

TRIBUNE ENTERTAINMENT COMPANY, LLC

This Certificate of Formation of Tribune Entertainment Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Entertainment Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.128

Exhibit 3.128

TRIBUNE ENTERTAINMENT COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Entertainment Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of Tribune Entertainment Company, LLC

EX-3.129

Exhibit 3.129

CERTIFICATE OF FORMATION

OF

TRIBUNE INVESTMENTS, LLC

This Certificate of Formation of Tribune Investments, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Investments, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.130

Exhibit 3.130

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

TRIBUNE INVESTMENTS, LLC

1. The name of the limited liability company is Tribune Investments, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended as follows:

The first Article of the Certificate of Formation is hereby amended to read in its entirety as follows:

“FIRST: The name of the limited liability is Tribune Management Holdings, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 8^th day of October, 2015.

/s/ Edward Lazarus

Edward Lazarus

Authorized Person

EX-3.131

Exhibit 3.131

TRIBUNE MANAGEMENT HOLDINGS, LLC

a Delaware Limited Liability Company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tribune Management Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 8, 2015, by Tribune Media Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company;

WHEREAS, the Company’s initial limited liability company agreement was entered into as of December 30, 2012 (the “Original LLCA”) and

WHEREAS, in accordance with the Act, the Member desires to amend and restate the Original LLCA in its entirety and for the Original LLCA to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Management Holdings, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Executive Vice President, General Counsel and Corporate Secretary

[Limited Liability Company Agreement of Tribune Management Holdings, LLC]

EX-3.132

Exhibit 3.132

CERTIFICATE OF FORMATION

OF

TRIBUNE MEDIA SERVICES, LLC

This Certificate of Formation of Tribune Media Services, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Media Services, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.133

Exhibit 3.133

TRIBUNE MEDIA SERVICES, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Media Services, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE INVESTMENTS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	Assistant Treasurer

Limited Liability Company Agreement of Tribune Media Services, LLC

EX-3.134

Exhibit 3.134

CERTIFICATE OF FORMATION

OF

TRIBUNE NATIONAL MARKETING COMPANY, LLC

This Certificate of Formation of Tribune National Marketing Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune National Marketing Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.135

Exhibit 3.135

TRIBUNE NATIONAL MARKETING COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune National Marketing Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE INVESTMENTS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	Assistant Treasurer

Limited Liability Company Agreement of Tribune National Marketing Company, LLC

EX-3.136

Exhibit 3.136

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRIBUNE TELEVISION NEW ORLEANS, INC.

Tribune Television New Orleans, Inc. (the “Corporation”), a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS:

The date of the filing of its original Certificate of Incorporation, filed with the Secretary of State of the State of Delaware under its original name, Tribune Productions Incorporated, was May 7, 1982. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the DGCL, and amends and restates, in their entirety, the provisions of the Corporation’s Certificate of Incorporation. Provision for the making of this Amended and Restated Certificate of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware dated as of July 23, 2012 confirming the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of chapter 11 of title 11 of the United States Code, as amended (the “Plan of Reorganization”).

The Corporation’s Certificate of Incorporation is hereby amended and restated so as to read in its entirety as follows:

1. Name. The name of the corporation is Tribune Television New Orleans, Inc. (the “Corporation”).

2. Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Nature of Business; Purpose. The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”).

4. Capital Stock. The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares, par value $0.10 per share. Pursuant to Section 1123(a)(6) of chapter 11 of title 11 of the United States Code, as amended (the “Bankruptcy Code”), the Corporation shall not issue any non-voting capital stock of any class, series or other designation; provided, however, that the provisions of this sentence shall (i) have no further force or effect beyond what is required by Section 1123(a)(6) of the Bankruptcy Code and (ii) only have such force and effect to the extent and for so long as Section 1123(a)(6) of the Bankruptcy Code is in effect and applies to the Corporation.

5. Board of Directors.

A. General. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. The number of directors constituting the Board of Directors shall be determined as set forth in the Bylaws of the Corporation. The initial members of the Board of Directors shall be designated in the manner and for the terms set forth in the Plan of Reorganization.

B. Bylaws. The Board of Directors shall have power to make, alter, amend, rescind or repeal any or all of the Bylaws of the Corporation.

C. Written Ballot. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

6. Personal Liability. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended or any other law of the State of Delaware is adopted or amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, or such other law of the State of Delaware. Any repeal or modification of the foregoing provisions of this Article 6 by the stockholders of the Corporation or adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 6 shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal, modification or adoption of any inconsistent provision.

7. Right to Indemnification.

A. Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any

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threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving, at the request of the Corporation, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding; provided that, as provided in the Plan of Reorganization, no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article 7, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors. The Corporation hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Corporation’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Certificate of Incorporation, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Corporation; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

B. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the indemnified Person is not entitled to be indemnified under this Article 7 or otherwise.

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C. Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Article 7 is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the Corporation (and any undertaking required under Section B of this Article 7), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or non-officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Board of Directors.

E. Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

F. Non-Exclusivity of Rights. The rights conferred on any person by this Article 7 shall not be exclusive of any other rights which such person may have under the Certificate of Incorporation of the Corporation prior to the effectiveness of this Amended and Restated Certificate of Incorporation or have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

G. Other Indemnification. Except as provided in Article 7.A, the Corporation’s obligation under the provisions of this Article 7, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager,

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employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Corporation’s satisfaction of its obligations under the provisions of this Article 7.

H. Insurance. The Board of Directors may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Corporation’s expense, insurance: (i) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers, employees and agents under the provisions of this Article 7; and (ii) to indemnify or insure directors, officers, employees and agents against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article 7.

I. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 7, or adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article 7, shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

8. Amendment of the Certificate of Incorporation. Subject to Article 6 and Article 7, the Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by law. Subject to Article 6 and Article 7, all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors, officers or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article 8.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Nils E. Larsen, its President, this 20^th day of November, 2012.

TRIBUNE TELEVISION NEW ORLEANS, INC.
By:	/s/ Nils E. Larsen
Name:	Nils E. Larsen
Title:	President

Amended and Restated Certificate of Incorporation of Tribune Television New Orleans, Inc.

CERTIFICATE OF CORRECTION

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TRIBUNE TELEVISION NEW ORLEANS, INC.

Tribune Television New Orleans, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that:

1. The name of the Corporation is Tribune Television New Orleans, Inc.

2. The Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation was filed in the office of the Secretary of State of the State of Delaware on November 20, 2012 and said Certificate of Incorporation requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy to be corrected in the Certificate of Incorporation is as follows: Article 2 of the Certificate of Incorporation did not contain the postal code of the registered office of the Corporation as required by Section 131(c) of the General Corporation Law of the State of Delaware.

4. Article 2 of the Certificate of Incorporation is hereby corrected to read in its entirety as follows:

“2. Registered Office and Agent. The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Zip Code 19808. The name of its registered agent at such address is Corporation Service Company.”

IN WITNESS WHEREOF, Tribune Television New Orleans, Inc. has caused this Certificate of Correction to be executed this 20^th day of December, 2013.

TRIBUNE TELEVISION NEW ORLEANS, INC.
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

EX-3.137

Exhibit 3.137

AMENDED AND RESTATED

BYLAWS

OF

TRIBUNE TELEVISION NEW ORLEANS, INC.

(a Delaware corporation)

(As amended and in effect as of November 20, 2012)

ARTICLE I - OFFICES

Section 1.01. Offices. Tribune Television New Orleans, Inc., a Delaware corporation (the “Corporation”), may have offices at such places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 2.01. Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), an annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors shall designate and as may be stated in the notice of the annual meeting. Stockholders may, unless the Amended and Restated Certificate of Incorporation of the Corporation (as it may be amended from time to time, the “Amended and Restated Certificate of Incorporation”) otherwise provides, act by written consent to elect directors.

Section 2.02. Special Meeting. Special meetings of the stockholders may be held upon call of a majority of the members of the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of stock of the Corporation entitled to vote thereat. The business transacted at a special meeting of the stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 2.03. Date, Time and Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, and on such date and at such time as the Board of Directors shall determine (or the Chairman of the Board in the absence of a designation by the Board of Directors.)

Section 2.04. Notice of Meetings, Adjournment. Notice of the place, date and time of all meetings of the stockholders shall be given in accordance with this Section 2.04 and Article V, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise required by law.

When a meeting is adjourned to another place, date or time, notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in accordance with this Section 2.04 and Article V. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 2.05. Quorum. The holders of a majority of the votes entitled to be cast by the shares of outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Amended and Restated Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders holding a majority of the votes entitled to be cast thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 2.04 and Article V to each stockholder of record entitled to vote at the meeting.

Section 2.06. Action by Consent. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or

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registered mail, return receipt requested. Prompt notice of the taking of the corporate action by stockholders without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 2.06.

Section 2.07. Stockholders Entitled to Vote; Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is first sent (by mail, electronically or otherwise in accordance with these Bylaws) by the Corporation or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to express consent to any action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to any action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.08. Order of Business at Annual Meetings. At all meetings of the stockholders, the Chairman of the Board, or, in the Chairman of the Board’s absence, the Chief Executive Officer, President, or, in the absence of all of the aforementioned officers, the most senior Vice President (in accordance with Section 6.08), shall act as chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business that is not a proper matter for stockholder action or not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, the opening and closing of the voting polls, the adjournment of the meeting and the appointment of one or more inspectors to act at the meeting.

Section 2.09. Proxies. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, including waiving any notice of any meeting, voting or participating at a meeting. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable, and if and only so long as it is coupled with an interest sufficient in law to support an irrevocable power.

Section 2.10. Voting by Fiduciaries and Pledgors. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the Corporation such pledgor has expressly empowered the pledgee to vote such shares, in which case only the pledgee or such pledgee’s proxy may represent said stock and vote thereon.

Section 2.11. Method of Voting. The vote at any election or upon any question at any meeting of stockholders need not be by written ballot, except as required by law. Notwithstanding the immediately preceding sentence, the Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in

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such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, including the provisions for the election of directors in Section 3.03, all matters shall be determined by a majority of the votes entitled to be cast by the shares of stock present in person or by proxy at the meeting and entitled to vote thereon.

Section 2.12. Stockholders List. A complete list of stockholders entitled to vote at any meeting of stockholders, for each class or series of stock entitled to vote and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting, (i) on a reasonably accessible electronic network, provided that, the information required to access such list is provided with the notice of meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. The stockholders list shall also be kept at the place of the meeting during the whole time of the meeting and shall be open to the examination of any stockholder who is present and entitled to vote at such meeting. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares of each class or series held by each of them.

ARTICLE III - DIRECTORS

Section 3.01. Management of Business; Qualifications of Directors. The business of the Corporation shall be managed by or under the direction of a Board of Directors. Directors need not be stockholders or residents of the State of Delaware. All directors of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 3.02. Powers. In addition to the powers and authority expressly conferred upon the Board of Directors by law, the Board of Directors may exercise all the powers of the Corporation and do all such lawful acts and things as may be done by the Corporation which are not in violation of law, or required to be exercised or done by the stockholders under applicable law, the Amended and Restated Certificate of Incorporation or these Bylaws.

Section 3.03. Number; Election; Tenure. The number of directors constituting the Board of Directors shall be the number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Except as otherwise provided by the Amended and Restated Certificate of Incorporation, at each annual meeting of stockholders, directors shall be elected and hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. The vote required for election of a director by the stockholders of

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the Corporation shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor of or against the election of a nominee at a meeting of stockholders. A majority of the votes cast in an election of directors shall mean that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election and, unless otherwise provided by law, shares not present, “broker nonvotes” and shares voting “abstain” or “abstentions” shall not be counted as a vote cast either “for” or “against” a director’s election for purposes of determining whether a nominee for director has received a majority of the votes cast. An election shall be considered contested if as of the record date for voting there are more nominees for election than positions on the Board of Directors to be filled by election at the meeting. In a contested election, directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall immediately tender his or her resignation, and the Board of Directors, excluding the nominee in question, shall decide whether to accept the resignation at the first regularly scheduled meeting of the Board of Directors following such meeting of stockholders.

Section 3.04. Nomination of Directors. Subject to any limitations stated in the Amended and Restated Certificate of Incorporation, nominations for the election of directors may only be made by the Board of Directors or the applicable committee of the Board of Directors established in accordance with Section 4.08, as appropriate, or by any stockholder entitled to vote in the election of directors who complies with the notice procedures set forth in Section 2.08.

Section 3.05. Removal. No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote in the election of directors of the Corporation generally, voting together as a single class, and the vacancies thus created may be filled in accordance with Section 3.06.

Section 3.06. Vacancies and Increases. Except as otherwise provided by the Amended and Restated Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the new directorship or the vacancy and until such director’s successor shall have been elected and qualified or such director’s earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with the DGCL. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of

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the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.07. Resignation. Any director may resign effective upon giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, following receipt of notice of the resignation in accordance with this Section 3.07, the Board of Directors may, in accordance with Section 3.06, elect a successor to take office when the resignation becomes effective.

Section 3.08. Reliance upon Records. Every director, and every member of any committee of the Board of Directors, shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, including, but not limited to, such records, information, opinions, reports or statements as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01. Meeting of Newly Elected Board of Directors. The newly elected Board of Directors may meet at the place of the meeting at which such newly elected Board of Directors was elected, for the purpose of organization or otherwise, and no notice of such meeting to the newly elected directors shall be necessary in order to validly constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as may be fixed by the consent in writing of all of the newly elected directors, or upon notice as provided in Section 4.05, or without notice as provided in Section 5.02.

Section 4.02. Meetings. Regular meetings of the Board of Directors may be held at such times as shall from time to time be determined by the Board of Directors by resolution or otherwise. Special meetings of the Board of Directors shall be held only when called by the Chairman of the Board, Chief Executive Officer, President or any two directors.

Section 4.03. Place of Meetings. Except as otherwise provided in Section 4.01, meetings of the Board of Directors may be held at such place within or without the State of Delaware as shall be stated in the notice of meeting or waiver thereof or, in the case of

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a regular meeting of the Board of Directors, as determined by the Board of Directors by resolution or otherwise. Any member or members of the Board of Directors or of any committee may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 4.04. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Amended and Restated Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, then a majority of the directors present may adjourn the meeting from time to time to another date, place or time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.05. Board of Directors’ Notices. At least forty-eight hours’ notice of each special meeting of the Board of Directors, stating the place, date and time for the meeting, shall be given to each director, by hand delivery to the recipient thereof, by depositing such notice in the mail, postage paid, by courier such as UPS, FedEx or Airborne Express, by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail, or other electronic transmission or other similar means of transmission or by personal communication either over the telephone or otherwise, except as otherwise provided in Section 5.02. Any such notice shall be addressed, where applicable, to such director at his or her last known address as the same appears on the books of the Corporation. Notice of a meeting of the Board of Directors need not state the purpose or purposes thereof and shall be deemed given (i) when received by the director in the case of hand delivery or personal communication over the telephone or otherwise, (ii) three business days after depositing such notice in the mail in the case of delivery by mail, (iii) one business day after depositing such notice with a courier such as UPS, FedEx or Airborne Express (specifying next business day delivery) or (iv) when sent in the case of delivery by telegram, mailgram, telex, telecopy, facsimile transmission, electronic mail or other similar means of transmission. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors.

Section 4.06. Director Action without a Meeting. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing (which may be by facsimile, telecopy, electronic mail or other electronic transmission), and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

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Section 4.07. Compensation and Expenses. Directors may receive such compensation and expenses, including such compensation and expenses for attendance at meetings of the Board of Directors or any committee established in accordance with Section 4.08, as may be determined from time to time by the Board of Directors, provided that, nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 4.08. Committees. The Corporation hereby elects to be governed by Section 141(c)(2) of the DGCL. The Board of Directors may designate one or more committees, each consisting of one or more directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified members. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Unless the Board of Directors or such committee shall provide, the regular and special meetings of any such committee shall be governed by the provisions of this Article IV applicable to meetings and actions of the Board of Directors.

ARTICLE V - NOTICES

Section 5.01. Manner of Notices. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, whenever notice is required to be given to any stockholder, director or member of any committee of the Board of Directors, such notice may be given by (i) personal delivery, (ii) depositing it, in a sealed envelope, in the United States mails, first class postage prepaid, addressed, (iii) delivering to a company for overnight or second day mail or delivery, (iv) delivering it to a telegraph company, charges prepaid, for transmission, or by transmitting it via telecopier or (v) any other reliable means permitted by applicable law (including, subject to this Section 5.01, electronic transmission) to such stockholder, director or member, either at the address of such stockholder, director or member as it appears on the records of the Corporation or, in the case of such a director or member, at his or her business address; and such notice shall be deemed to be given at the time when it is thus personally delivered, deposited, delivered or transmitted, as the case may be. Such requirement for notice shall also be deemed satisfied, except in the case of stockholder meetings, if actual notice is received orally or by other writing by the person entitled thereto as far in advance of the event with respect to which notice is being given as the minimum notice period required by law or these Bylaws.

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Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation and shall also be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary, if any, of the Corporation, the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by a form of electronic transmission in accordance with these Bylaws shall be deemed given: (A) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (B) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (C) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; or (D) if by another form of electronic transmission, when directed to the stockholder.

Section 5.02. Waivers. Whenever any notice is required to be given under applicable requirements of law or pursuant to the Amended and Restated Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent thereto. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance by a director or stockholder at a meeting shall constitute a waiver of notice of such meeting except when the director or stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE VI - OFFICERS

Section 6.01. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, Secretary and Treasurer. The Board of Directors may elect a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. The Board of Directors at its first meeting and after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents as it shall deem necessary that shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person, unless the Amended and Restated Certificate of Incorporation or these Bylaws otherwise provide. The officers of the Corporation may sign certificates of shares for the Corporation as may be directed by the Board of Directors in accordance

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with Section 7.01. All officers of the Corporation will be in compliance with all applicable requirements of the Communications Act of 1934, as amended, and the rules and policies of the Federal Communications Commission.

Section 6.02. Term; Removal; Vacancy. Each officer of the Corporation shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors with or without cause. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 6.03. The Chairman of the Board. The Chairman of the Board, if there be a Chairman of the Board, shall preside at all meetings of the stockholders, of the Board of Directors and of the executive committee, if any, and shall have such other powers and duties as the Board of Directors may from time to time prescribe. The Chairman of the Board may execute contracts in the name of the Corporation and may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 6.04. The Chief Executive Officer. The Chief Executive Officer of the Corporation, if any, shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders, of the Board of Directors and of the executive committee, if any, and shall designate the acting Secretary for such meetings to take the minutes thereof for delivery to the Secretary. The Chief Executive Officer may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of Chief Executive Officer.

Section 6.05. The Chief Operating Officer. The Chief Operating Officer, if any, shall exercise all the powers and perform the duties of the office of the chief operating officer and in general have overall supervision of the operations of the Corporation. The Chief Operating Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

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Section 6.06. The Chief Financial Officer. The Chief Financial Officer, if any, shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer or the President may from time to time determine.

Section 6.07. The President. The President along with the Chief Executive Officer, if any, of the Corporation shall direct the general affairs of the Corporation except as otherwise prescribed by the Board of Directors. The President may sign any policies, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, appoint and discharge agents and employees of the Corporation, and in general, shall perform all duties incident to the office of President. In the absence of the Chief Executive Officer or in the event of such person’s inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

Section 6.08. The Vice Presidents. In the absence of the Chief Executive Officer or President or in the event of such persons’ inability or refusal to act, the Vice President, if there be any (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election), shall perform the duties of the Chief Executive Officer or President, as the case may be, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer or President, as the case may be. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.09. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chief Executive Officer or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

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Section 6.10. The Assistant Secretary. The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event the Secretary is not able or refuses to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6.11. The Treasurer. The Treasurer shall have custody of the corporate funds and securities of the Corporation. The Treasurer shall deposit all monies and valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors or the Chief Financial Officer. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Chief Executive Officer, the President, the Chief Financial Officer or the Board of Directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer.

Section 6.12. The Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event the Treasurer is not able or refuses to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VII - CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

Section 7.01. Stock Certificates. The shares of stock of the Corporation may be represented by certificates; provided that, the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. The certificates for shares of stock shall be in such form as the Board of Directors may from time to time prescribe.

To the extent shares are represented by a certificate, the certificate of stock shall be signed by such officer or officers of the Corporation as may be permitted by law to sign (which signatures may be facsimiles), and shall be countersigned and registered in such manner, all as the Board of Directors may by resolution prescribe. In case any officer or officers who shall have signed or whose facsimile signature or signatures has been placed on a certificate shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates

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shall have been issued by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 7.02. Book-Entry Shares. Shares of the Corporation’s stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation or through a depositary (such as The Depository Trust Company). Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

Section 7.03. Transfer Agents; Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies or other qualified institutions to act as transfer agents or registrars of the stock of the Corporation. Any such bank, trust company or other qualified institution appointed to act as transfer agent or registrar of the stock of the Corporation shall transfer stock of the Corporation in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

Section 7.04. Lost Certificates. No uncertificated shares or no certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

Section 7.05. Additional Rules and Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient, and not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. All references to stock or shares in these Bylaws shall refer to either stock or shares represented by certificates or uncertificated stock, and no such reference shall be construed to require certificated shares or to grant additional or different rights or obligations as between the holders of certificated and uncertificated stock of the Corporation.

ARTICLE VIII - MISCELLANEOUS

Section 8.01. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, or any Vice President, or any other officer of the Corporation authorized by the Chairman of the Board, the Chief Executive Officer or the President, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equity holders or with respect to

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any action of stockholders or equity holders of any other corporation, limited liability company, partnership or other entity in which the Corporation may hold securities or voting interests, and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities or voting interests in such other corporation, limited liability company, partnership or entity, and to dispose of such securities.

Section 8.02. Checks and Notes. All checks and drafts on the Corporations accounts and all bills of exchange and promissory notes, and all acceptances, obligations, and other instruments for the payment of money, shall be signed by such officer or officers or agents or agent as shall be thereunto authorized from time to time by the Board of Directors.

Section 8.03. Bank Deposits and Check Authorization. The funds of the Corporation shall be deposited to its credit in such banks, trust companies or other financial institutions as may be determined from time to time by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, if any, or any Vice President and the Secretary of the Corporation, evidenced by joint written action. By such joint written action, filed with the minutes of the Board of Directors, the Chairman of the Board, President, Chief Financial Officer, if any, or any Vice President together with the Secretary may authorize (i) the opening of one or more deposit accounts at any such institution and (ii) the designation of, or a change in the designation of, the officers or employees upon whose signature checks may be written or funds withdrawn on any Corporation account at any such institution, provided that, the signature of one person other than the Chairman of the Board, President or any Vice President and Secretary shall be required therefor. By the adoption of this Section 8.03, the Board of Directors adopts the form of any resolution or resolutions requested by or acceptable to any financial institution in connection with the foregoing actions, provided that, the Secretary of the Corporation (A) believes that the adoption of such resolution or resolutions is necessary or advisable and (B) files such resolution or resolutions with the minutes of the Board of Directors.

Section 8.04. Inspection of Books. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board of Directors and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation. The Board of Directors shall have power to keep the books, documents and accounts of the Corporation outside of the State of Delaware, except as otherwise expressly provided by law.

Section 8.05. Corporate Seal. The Board of Directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation.

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Section 8.06. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. In the absence of such determination, the fiscal year of the Corporation shall begin on the first Monday after the last Sunday in December each year and end on the last Sunday in the following December.

Section 8.07. Section Headings. The headings of the Articles and Sections of these Bylaws are inserted for convenience or reference only and shall not be deemed to be a part thereof or used in the construction or interpretation thereof.

ARTICLE IX - AMENDMENTS

These Bylaws may be amended, altered, or repealed and new bylaws adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at any annual or special meeting thereof, or at any meeting of the Board of Directors by a majority vote; provided, however, the affirmative vote of at least 66-2/3% of the entire Board of Directors shall be required to amend, alter or repeal Section 3.03 or this proviso of this Article IX.

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EX-3.138

Exhibit 3.138

CERTIFICATE OF INCORPORATION

OF

WDAF LICENSE, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

WDAF License, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent. The name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

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ARTICLE IV

Section 1. The Corporation shall be authorized to issue 2,000 shares of capital stock, of which 1,000 shares shall be shares of Common Stock, $.01 par value (“Common Stock”), and 1,000 shares shall be shares of Preferred Stock, $.01 par value (“Preferred Stock”).

Section 2. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (hereinafter referred to as the “Board”) is hereby authorized to fix the voting rights, if any, designations, powers, preferences and the relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

Section 3. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board in expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing

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violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Section 2. Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and

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such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer in not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit

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against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting ouch claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expellees incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving ouch deforest shell be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

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(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Gail K. Edelman, c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 27th day of May, 1994.

/s/ Gail K. Edelman

Gail K. Edelman

Incorporator

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EX-3.139

Exhibit 3.139

BY-LAWS

of

WDAF LICENSE, INC.

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE – The registered office of WDAF License, Inc. (the “Corporation”) shall be established and maintained at the office of The Prentice-Hall Corporation System, Inc., 32 Lockerman Square, Suite L-100, in the City of Dover, County of Kent, State of Delaware, and said The Prentice-Hall Corporation System, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2. OTHER OFFICES – The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the board of directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS – Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting. If the board of directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2. SPECIAL MEETINGS – Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the board of directors.

SECTION 3. VOTING – Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4. QUORUM – Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5. NOTICE OF MEETINGS – Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6. ACTION WITHOUT MEETING – Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the

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minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM – The business and affairs of the Corporation shall be managed under the direction of a board of directors which shall consist of not less than one person. The exact number of directors shall initially be one and may thereafter be fixed from time to time by the board of directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2. RESIGNATIONS – Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3. VACANCIES – If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4. REMOVAL – Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5. COMMITTEES – The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the Corporation.

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Any such committee, to the extent provided in the resolution of the board of directors, or in these By-Laws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6. MEETINGS – The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board of directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the board of directors, or any committee designated by the board of directors, may participate in any meeting of the board of directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7. QUORUM – A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board of directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8. COMPENSATION – Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board of directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

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SECTION 9. ACTION WITHOUT MEETING – Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board of directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS – The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the board of directors and shall hold office until their successors are duly elected and qualified. In addition, the board of directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The board of directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

SECTION 2. CHAIRMAN OF THE BOARD – The Chairman of the Board shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the board of directors and shall have and perform such other duties as may be assigned to him by the board of directors. The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed, the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3. PRESIDENT – The President shall be the Chief Operating Officer of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4. VICE-PRESIDENTS – Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the board of directors.

SECTION 5. TREASURER – The Treasurer shall be the Chief Financial Officer of the Corporation. He shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the

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credit of the Corporation in such depositaries as may be designated by the board of directors. He shall disburse the funds of the Corporation as may be ordered by the board of directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements. He shall render to the Chairman of the Board, the President and board of directors at the regular meetings of the board of directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the board of directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board of directors shall prescribe.

SECTION 6. SECRETARY – The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the directors, upon whose request the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the board of directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the board of directors, the Chairman of the Board or the President. He shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the board of directors, the Chairman of the Board or the President, and attest to the same.

SECTION 7. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES – Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the board of directors.

ARTICLE V

MISCELLANEOUS

SECTION 1. CERTIFICATES OF STOCK – A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2. LOST CERTIFICATES – A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the board of directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

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SECTION 3. TRANSFER OF SHARES – The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the board of directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4. STOCKHOLDERS RECORD DATE – In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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SECTION 5. DIVIDENDS – Subject to the provisions of the Certificate of Incorporation of the Corporation, the board of directors may, out of funds legally available therefore at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.

SECTION 6. SEAL – The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the board of directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7. FISCAL YEAR – The fiscal year of the Corporation shall be determined by resolution of the board of directors.

SECTION 8. CHECKS – All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the board of directors.

SECTION 9. NOTICE AND WAIVER OF NOTICE – Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration,

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amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the board of directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.140

Exhibit 3.140

CERTIFICATE OF INCORPORATION

OF

WDAF TELEVISION, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

WDAF Television, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent. The name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

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ARTICLE IV

Section 1. The Corporation shall be authorized to issue 2,000 shares of capital stock, of which 1,000 shares shall be shares of Common Stock, $.01 par value (“Common Stock”), and 1,000 shares shall be shares of Preferred Stock, $.01 par value (“Preferred Stock”).

Section 2. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (hereinafter referred to as the “Board”) is hereby authorized to fix the voting rights, if any, designations, powers, preferences and the relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

Section 3. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

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ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board in expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1. Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing

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violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

Section 2. Indemnification and Insurance.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and

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such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer in not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit

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against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting ouch claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expellees incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving ouch deforest shell be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

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(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE IX

The name and mailing address of the incorporator is Gail K. Edelman, c/o Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 23rd day of March, 1994.

/s/ Gail K. Edelman

Gail K. Edelman

Incorporator

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EX-3.141

Exhibit 3.141

AMENDED AND RESTATED

BY-LAWS

OF

WDAF TELEVISION INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK: Certificates representing stock in the corporation shall be signed by, or in the name of the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificates representing such shares. The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES: Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide

by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof the written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS: The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrant, aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS: Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfer or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS: For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice

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is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6. MEANING OF CERTAIN TERMS: As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7. STOCKHOLDER MEETINGS:

7.1 TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

7.2 PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

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7.3 CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

7.4 NOTICE OR WAIVER OF NOTICE: Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting and shall, if any other action which could be taken at a special meeting is to be taken at such annual meeting, state the purpose or purposes. The notice of any special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

7.5 STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the

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whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

7.6 CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

7.7 PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

7.8 INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

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7.9 QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

7.10 VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Amended and Restated By-Laws. In the election of directors, and for any other action, voting need not be by ballot.

8. STOCKHOLDER ACTION Without MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States or a resident of the State of General Corporation Law. The Board of Directors shall consist of 1 or more persons, such number to be fixed from time to time by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice

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to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office although less than a quorum, or by the sole remaining director.

4. MEETINGS.

4.1 TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

4.2 PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

4.3 CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

4.4 NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

4.5 QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another

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time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Amended and Restated By-Laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors. Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4.6 CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VI

CONTROL OVER AMENDED AND RESTATED BY-LAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter or repeal these Amended and Restated By-Laws and to adopt new by-laws may be exercised by the Board of Directors.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Amended and Restated By-Laws of WDAF TELEVISION INC., a General Corporation Law corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation. Dated: January 22, 1997

/s/ Jay Itzkowitz

Jay Itzkowitz

Senior Vice President

(SEAL)

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EX-3.142

Exhibit 3.142

CERTIFICATE OF FORMATION

OF

WDCW, LLC

This Certificate of Formation of WDCW, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WDCW, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.143

Exhibit 3.143

WDCW, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WDCW, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

10

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WDCW, LLC

EX-3.144

Exhibit 3.144

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF NORTH CAROLINA, LLC

This Certificate of Formation of Community Television of North Carolina, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of North Carolina, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.145

Exhibit 3.145

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF NORTH CAROLINA, LLC

This Certificate of Amendment of Community Television of North Carolina, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WGHP, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.146

Exhibit 3.146

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF NORTH CAROLINA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of North Carolina, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF NORTH CAROLINA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.147

Exhibit 3.147

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF NORTH CAROLINA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of North Carolina, LLC” to “WGHP, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WGHP, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of North Carolina, LLC” within the Agreement in their entirety and replacing such references with the following: “WGHP, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WGHP, LLC]

EX-3.148

Exhibit 3.148

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF NORTH CAROLINA LICENSE, LLC

This Certificate of Formation of Community Television of North Carolina License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of North Carolina License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.149

Exhibit 3.149

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF NORTH CAROLINA LICENSE, LLC

This Certificate of Amendment of Community Television of North Carolina License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WGHP License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.150

Exhibit 3.150

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF NORTH CAROLINA LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of North Carolina License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF NORTH CAROLINA LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.151

Exhibit 3.151

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF NORTH CAROLINA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of North Carolina License, LLC” to “WGHP License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WGHP License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of North Carolina License, LLC” within the Agreement in their entirety and replacing such references with the following: “WGHP License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WGHP License, LLC]

EX-3.152

Exhibit 3.152

CERTIFICATE OF FORMATION

OF

WGN CONTINENTAL BROADCASTING COMPANY, LLC

This Certificate of Formation of WGN Continental Broadcasting Company, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WGN Continental Broadcasting Company, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.153

Exhibit 3.153

WGN CONTINENTAL BROADCASTING COMPANY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WGN Continental Broadcasting Company, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WGN Continental Broadcasting Company, LLC

EX-3.154

Exhibit 3.154

CERTIFICATE OF FORMATION

OF

LOCAL TV ALABAMA, LLC

This Certificate of Formation of Local TV Alabama, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Alabama, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.155

Exhibit 3.155

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ALABAMA, LLC

This Certificate of Amendment of Local TV Alabama, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WHNT, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.156

Exhibit 3.156

OPERATING AGREEMENT OF

LOCAL TV ALABAMA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Alabama, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Alabama, LLC effective as of the date first written above.

LOCAL TV ALABAMA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.157

Exhibit 3.157

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ALABAMA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Alabama, LLC” to “WHNT, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WHNT, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Alabama, LLC” within the Agreement in their entirety and replacing such references with the following: “WHNT, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WHNT, LLC]

EX-3.158

Exhibit 3.158

CERTIFICATE OF FORMATION

OF

LOCAL TV ALABAMA LICENSE, LLC

This Certificate of Formation of Local TV Alabama License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Alabama License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.159

Exhibit 3.159

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ALABAMA LICENSE, LLC

This Certificate of Amendment of Local TV Alabama License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WHNT License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.160

Exhibit 3.160

OPERATING AGREEMENT OF

LOCAL TV ALABAMA LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Alabama License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

3

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Alabama License, LLC effective as of the date first written above.

LOCAL TV ALABAMA LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.161

Exhibit 3.161

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ALABAMA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Alabama License, LLC” to “WHNT License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WHNT License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Alabama License, LLC” within the Agreement in their entirety and replacing such references with the following: “WHNT License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WHNT License, LLC]

EX-3.162

Exhibit 3.162

CERTIFICATE OF FORMATION

OF

LOCAL TV IOWA LICENSE, LLC

This Certificate of Formation of Local TV Iowa License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Iowa License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.163

Exhibit 3.163

CERTIFICATE OF AMENDMENT

OF

LOCAL TV IOWA LICENSE, LLC

This Certificate of Amendment of Local TV Iowa License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WHO License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.164

Exhibit 3.164

OPERATING AGREEMENT OF

LOCAL TV IOWA LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Iowa License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

3

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Iowa License, LLC effective as of the date first written above.

LOCAL TV IOWA LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.165

Exhibit 3.165

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV IOWA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Iowa License, LLC” to “WHO License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WHO License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Iowa License, LLC” within the Agreement in their entirety and replacing such references with the following: “WHO License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WHO License, LLC]

EX-3.166

Exhibit 3.166

CERTIFICATE OF FORMATION

OF

LOCAL TV IOWA, LLC

This Certificate of Formation of Local TV Iowa, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Iowa, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.167

Exhibit 3.167

CERTIFICATE OF AMENDMENT

OF

LOCAL TV IOWA, LLC

This Certificate of Amendment of Local TV Iowa, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WHO Television, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.168

Exhibit 3.168

OPERATING AGREEMENT OF

LOCAL TV IOWA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Iowa, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

3

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Iowa, LLC effective as of the date first written above.

LOCAL TV IOWA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.169

Exhibit 3.169

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV IOWA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Iowa, LLC” to “WHO Television, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WHO Television, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Iowa, LLC” within the Agreement in their entirety and replacing such references with the following: “WHO Television, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WHO Television, LLC]

EX-3.170

Exhibit 3.170

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF WISCONSIN LICENSE, LLC

This Certificate of Formation of Community Television of Wisconsin License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Wisconsin License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.171

Exhibit 3.171

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF WISCONSIN LICENSE, LLC

This Certificate of Amendment of Community Television of Wisconsin License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WITI License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.172

Exhibit 3.172

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF WISCONSIN LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Wisconsin License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF WISCONSIN LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.173

Exhibit 3.173

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF WISCONSIN LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Wisconsin License, LLC” to “WITI License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WITI License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Wisconsin License, LLC” within the Agreement in their entirety and replacing such references with the following: “WITI License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WITI License]

EX-3.174

Exhibit 3.174

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF WISCONSIN, LLC

This Certificate of Formation of Community Television of Wisconsin, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Wisconsin, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.175

Exhibit 3.175

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF WISCONSIN, LLC

This Certificate of Amendment of Community Television of Wisconsin, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WITI Television, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.176

Exhibit 3.176

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF WISCONSIN, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Wisconsin, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF WISCONSIN, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.177

Exhibit 3.177

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF WISCONSIN, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Wisconsin, LLC” to “WITI Television, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WITI Television, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Wisconsin, LLC” within the Agreement in their entirety and replacing such references with the following: “WITI Television, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WITI Television, LLC]

EX-3.178

Exhibit 3.178

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF OHIO LICENSE, LLC

This Certificate of Formation of Community Television of Ohio License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Ohio License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.179

Exhibit 3.179

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF OHIO LICENSE, LLC

This Certificate of Amendment of Community Television of Ohio License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WJW License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.180

Exhibit 3.180

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF OHIO LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Ohio License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF OHIO LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.181

Exhibit 3.181

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF OHIO LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Ohio License, LLC” to “WJW License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WJW License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Ohio License, LLC” within the Agreement in their entirety and replacing such references with the following: “WJW License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WJW License, LLC]

EX-3.182

Exhibit 3.182

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF OHIO, LLC

This Certificate of Formation of Community Television of Ohio, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Ohio, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.183

Exhibit 3.183

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF OHIO, LLC

This Certificate of Amendment of Community Television of Ohio, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WJW Television, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.184

Exhibit 3.184

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF OHIO, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Ohio, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF OHIO, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.185

Exhibit 3.185

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF OHIO, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Ohio, LLC” to “WJW Television, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Limited Liability Company Agreement (the “Agreement”) of WJW Television, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Ohio, LLC” within the Agreement in their entirety and replacing such references with the following: “WJW Television, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WJW License, LLC]

EX-3.186

Exhibit 3.186

CERTIFICATE OF FORMATION

OF

LOCAL TV PENNSYLVANIA, LLC

This Certificate of Formation of Local TV Pennsylvania, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Pennsylvania, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.187

Exhibit 3.187

CERTIFICATE OF AMENDMENT

OF

LOCAL TV PENNSYLVANIA, LLC

This Certificate of Amendment of Local TV Pennsylvania, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WNEP, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.188

Exhibit 3.188

OPERATING AGREEMENT OF

LOCAL TV PENNSYLVANIA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Pennsylvania, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Pennsylvania, LLC effective as of the date first written above.

LOCAL TV PENNSYLVANIA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.189

Exhibit 3.189

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV PENNSYLVANIA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Pennsylvania, LLC” to “WNEP, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WNEP, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Pennsylvania, LLC” within the Agreement in their entirety and replacing such references with the following: “WNEP, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WNEP, LLC]

EX-3.190

Exhibit 3.190

CERTIFICATE OF FORMATION

OF

WPHL, LLC

This Certificate of Formation of WPHL, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WPHL, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.191

Exhibit 3.191

WPHL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WPHL, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WPHL, LLC

EX-3.192

Exhibit 3.192

CERTIFICATE OF FORMATION

OF

WPIX, LLC

This Certificate of Formation of WPIX, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WPIX, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.193

Exhibit 3.193

WPIX, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WPIX, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WPIX, LLC

EX-3.194

Exhibit 3.194

CERTIFICATE OF FORMATION

OF

WPMT, LLC

This Certificate of Formation of WPMT, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WPMT, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.195

Exhibit 3.195

WPMT, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WPMT, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WPMT, LLC

EX-3.196

Exhibit 3.196

CERTIFICATE OF FORMATION

OF

LOCAL TV ILLINOIS, LLC

This Certificate of Formation of Local TV Illinois, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Illinois, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.197

Exhibit 3.197

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ILLINOIS, LLC

This Certificate of Amendment of Local TV Illinois, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WQAD, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.198

Exhibit 3.198

OPERATING AGREEMENT OF

LOCAL TV ILLINOIS, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Illinois, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Illinois, LLC effective as of the date first written above.

LOCAL TV ILLINOIS, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.199

Exhibit 3.199

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ILLINOIS, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Illinois, LLC” to “WQAD, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WQAD, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Illinois, LLC” within the Agreement in their entirety and replacing such references with the following: “WQAD, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WQAD, LLC]

EX-3.200

Exhibit 3.200

CERTIFICATE OF FORMATION

OF

LOCAL TV ILLINOIS LICENSE, LLC

This Certificate of Formation of Local TV Illinois License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Illinois License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.201

Exhibit 3.201

CERTIFICATE OF AMENDMENT

OF

LOCAL TV ILLINOIS LICENSE, LLC

This Certificate of Amendment of Local TV Illinois License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WQAD License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.202

Exhibit 3.202

OPERATING AGREEMENT OF

LOCAL TV ILLINOIS LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Illinois License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

3

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Illinois License, LLC effective as of the date first written above.

LOCAL TV ILLINOIS LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.203

Exhibit 3.203

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV ILLINOIS LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Illinois License, LLC” to “WQAD License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WQAD License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Illinois License, LLC” within the Agreement in their entirety and replacing such references with the following: “WQAD License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WQAD License, LLC]

EX-3.204

Exhibit 3.204

CERTIFICATE OF FORMATION

OF

LOCAL TV TENNESSEE, LLC

This Certificate of Formation of Local TV Tennessee, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Tennessee, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.205

Exhibit 3.205

CERTIFICATE OF AMENDMENT

OF

LOCAL TV TENNESSEE, LLC

This Certificate of Amendment of Local TV Tennessee, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WREG, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.206

Exhibit 3.206

OPERATING AGREEMENT OF

LOCAL TV TENNESSEE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Tennessee, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

2

that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

3

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Tennessee, LLC effective as of the date first written above.

LOCAL TV TENNESSEE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.207

Exhibit 3.207

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV TENNESSEE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Tennessee, LLC” to “WREG, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WREG, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Tennessee, LLC” within the Agreement in their entirety and replacing such references with the following: “WREG, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WREG, LLC]

EX-3.208

Exhibit 3.208

CERTIFICATE OF FORMATION

OF

LOCAL TV TENNESSEE LICENSE, LLC

This Certificate of Formation of Local TV Tennessee License, LLC (the “Company”) dated as of March 7, 2007, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Local TV Tennessee License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Steven E. Blumenthal, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Steven E. Blumenthal

Steven E. Blumenthal

Authorized Person

EX-3.209

Exhibit 3.209

CERTIFICATE OF AMENDMENT

OF

LOCAL TV TENNESSEE LICENSE, LLC

This Certificate of Amendment of Local TV Tennessee License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WREG License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.210

Exhibit 3.210

OPERATING AGREEMENT OF

LOCAL TV TENNESSEE LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

This OPERATING AGREEMENT (this “Agreement”) of Local TV Tennessee License, LLC (the “Company”) is effective as of March 7, 2007, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).

ARTICLE I – GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II – COMPANY CAPITAL

Section 1. Initial Capital Contribution. On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary of the Company. Each Certificate shall be signed by the Secretary and shall be in a form as approved by the Secretary of the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code.

ARTICLE III – CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV – MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V – INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact

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that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI – AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII – MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

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Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of Local TV Tennessee License, LLC effective as of the date first written above.

LOCAL TV TENNESSEE LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
LOCAL TV FINANCE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.211

Exhibit 3.211

FIRST AMENDMENT

TO THE

OPERATING AGREEMENT

OF

LOCAL TV TENNESSEE LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of March 7, 2007 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 7, 2007, and an Operating Agreement of the Company, dated as of March 7, 2007, made by the Member (the “Agreement”);

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Local TV Tennessee License, LLC” to “WREG License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following:

“This Operating Agreement (the “Agreement”) of WREG License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and Local TV Finance, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Local TV Tennessee License, LLC” within the Agreement in their entirety and replacing such references with the following: “WREG License, LLC”.

2. Authorization. Steven E. Blumenthal, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary

of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
LOCAL TV FINANCE, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to LLC Agreement – WREG License, LLC]

EX-3.212

Exhibit 3.212

CERTIFICATE OF FORMATION

OF

WSFL, LLC

This Certificate of Formation of WSFL, LLC (the “Company”), dated November 21, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WSFL, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.213

Exhibit 3.213

WSFL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WSFL, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

8

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

10

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WSFL, LLC

EX-3.214

Exhibit 3.214

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF ALABAMA, LLC

This Certificate of Formation of Community Television of Alabama, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Alabama, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.215

Exhibit 3.215

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF ALABAMA, LLC

FIRST: The name of the company is Community Television of Alabama, LLC (the “Company”).

SECOND: The First Article of the Certificate of Formation of the Company, dated as of April 21, 2008, is hereby amended and restated in its entirety to read as follows:

“FIRST: The name of the limited liability company formed hereby is Community Television of Virginia, LLC (the “Company”).”

IN WITNESS WHEREOF, the sole member of the Company has executed this Certificate of Amendment as of this 28^th day of April 2009.

FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President and Secretary

EX-3.216

Exhibit 3.216

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF VIRGINIA, LLC

This Certificate of Amendment of Community Television of Virginia, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WTVR, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.217

Exhibit 3.217

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF ALABAMA, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Alabama, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF ALABAMA, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.218

Exhibit 3.218

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF ALABAMA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company (the “Agreement”), dated as of April 21, 2008, made by the Member and the Company;

WHEREAS, on April 28, 2009, the Member, in accordance with the Agreement, changed the name of the Company from “Community Television of Alabama, LLC” to “Community Television of Virginia, LLC”;

WHEREAS, the Member filed a Certificate of Amendment to the Certificate of Formation of the Company, dated as of April 28, 2009 (the “Certificate of Amendment”), with the Secretary of State on April 29, 2009, which certificate reflected the aforementioned change of name of the Company; and.

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. Article I of the Agreement is hereby amended and restated in its entirety to read as follows:

“ARTICLE I – NAME OF COMPANY AND GOVERNING LAW

Section 1. Company Name. The name of the Company, as reflected in the Certificate of Formation of the Company, as amended through the date hereof, is “Community Television of Virginia, LLC”.

Section 2. Governing Law. This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Alabama, LLC” within the Agreement in their entirety and replacing all instances with the following: “Community Television of Virginia, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. The Member, as an authorized person within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects. The Member is hereby designated an authorized person within the meaning of the Act and is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) that are necessary for the Company to change its name in any jurisdiction.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President and Secretary

EX-3.219

Exhibit 3.219

SECOND AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF ALABAMA, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, the Member filed a Certificate of Amendment of the Company, dated as of April 28, 2009 (the “First Certificate of Amendment”), with the Secretary of State on April 28, 2009, which certificate reflected a change in the name of the Company from “Community Television of Alabama, LLC” to “Community Television of Virginia, LLC”;

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Second Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Virginia, LLC” to “WTVR, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned changes in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following

“This Limited Liability Company Agreement (the “Agreement”) of WTVR, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Alabama, LLC” within the Agreement in their entirety and replacing such references with the following: “WTVR, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. The Member executed, delivered and filed with the Secretary of State the First Certificate of Amendment, and such execution, delivery and filing of the First Certificate of Amendment are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Second Certificate of Amendment, and such execution, delivery and filing of the Second Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WTVR, LLC]

EX-3.220

Exhibit 3.220

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC

This Certificate of Formation of Community Television of Alabama License, LLC (the “Company”) dated as of April 21, 2008, is duly executed and filed to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company formed hereby is Community Television of Alabama License, LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.

FOURTH: The name and address of the authorized person is Matthew A. Block, Dow Lohnes PLLC, Six Concourse Parkway, Suite 1800, Atlanta, Georgia, 30328. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Matthew A. Block

Matthew A. Block

Authorized Person

EX-3.221

Exhibit 3.221

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF FORMATION

OF

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC

FIRST: The name of the company is Community Television of Alabama License, LLC (the “Company”).

SECOND: The First Article of the Certificate of Formation of the Company, dated as of April 21, 2008, is hereby amended and restated in its entirety to read as follows:

“FIRST: The name of the limited liability company formed hereby is Community Television of Virginia License, LLC (the “Company”).”

IN WITNESS WHEREOF, the sole member of the Company has executed this Certificate of Amendment as of this 28^th day of April 2009.

FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President and Secretary

EX-3.222

Exhibit 3.222

CERTIFICATE OF AMENDMENT

OF

COMMUNITY TELEVISION OF VIRGINIA LICENSE, LLC

This Certificate of Amendment of Community Television of Virginia License, LLC (the “Company”), dated February 7, 2014, is being duly executed and filed by the undersigned, as an authorized person, to amend the Certificate of Formation of the Company pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

The Certificate of Formation of the Company is hereby amended as follows:

The First Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

The name of the limited liability company is WTVR License, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 7th day of February, 2014.

By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Assistant Treasurer

EX-3.223

Exhibit 3.223

LIMITED LIABILITY COMPANY AGREEMENT OF

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC

A DELAWARE LIMITED LIABILITY COMPANY

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

ARTICLE I — GOVERNING LAW

This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.

ARTICLE II — COMPANY CAPITAL

Section 1. Initial Capital Contribution. On April 21, 2008, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

Section 2. Additional Capital Contributions. Except as provided above or as otherwise expressly provided in this Agreement or agreed to by the Company and the Member, there shall be no further assessments for additional capital contributions by the Member to the Company.

Section 3. Issuance of Certificates. The Company shall issue to the Member one or more certificates in the Member’s name representing, in the aggregate, the percentage interest in the Company held by the Member, and certifying that the Member is in fact a Member on the Company’s books and records (the “Certificates”). Each Certificate shall be numbered and registered in the order in which it is issued. Upon issuance, the name in which each certificate has been issued, together with the percentage interest in the Company represented thereby and the date of issuance, shall be entered into the books and records of the Company by the Secretary or Assistant Secretary of the Company. Each Certificate shall be signed by the Secretary or Assistant Secretary and shall be in a form as approved by the Company. The Certificates, and the interest in the Company they represent, shall be governed by Article 8 of the Delaware Uniform Commercial Code. The Company shall maintain a register for transfers of percentage interests in the Company.

ARTICLE III — CASH DISTRIBUTIONS

Section 1. Distributions Prior to Liquidation. Any cash or other assets of the Company which are available for distribution shall be distributed to the Member at such times and in such amounts as the Member may determine.

Section 2. Net Proceeds Upon Dissolution and Liquidation. Upon the dissolution and liquidation of the Company, after payment of, or adequate provision for, the debts and obligations of the Company, the remaining assets of the Company shall be distributed to the Member.

ARTICLE IV — MANAGEMENT

Section 1. Member. All of the powers of the Company shall be exercised by or under the authority of the Member and the Company’s officers. Any such action by an officer shall have the same force and effect as if the action were taken by the Member. In the event of any conflict between the action of the Member and the action of an officer, the action of the Member shall control with respect to such conflict. The officers shall act by written consent setting forth the actions taken or to be taken, which written consent shall be signed by the Member, and the actions taken or to be taken by such written consent shall be effective as of the date specified therein. Such written consents shall be maintained as the minutes of the Member of the Company.

Section 2. Annual Meetings. The Company need not hold an annual meeting of the Member.

Section 3. Officers. The Member may appoint such officers as it deems appropriate with such duties as the Member may set forth, including without limitation, a President and a Secretary. The Member may remove any officer at any time with or without cause.

Section 4. Authority to Vote Equity Securities. In the event that the Company at any time holds any equity securities issued by any other entity, each of the President and the Secretary of the Company, in each officer’s sole discretion, may act on the Company’s behalf in voting such equity securities or taking any other action incidental to the ownership of such equity securities.

Section 5. Evidence of Action. Any action of the Member or the officers of the Company may be conclusively evidenced by a certificate, executed by the Secretary of the Company, attesting that such action was duly authorized and validly taken by the Member or such officer(s) pursuant to this Agreement.

ARTICLE V — INDEMNIFICATION

Section 1. The Company shall, to the full extent permitted by law, indemnify, defend and hold harmless any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization (a “Person”) who was or is a party to, or is threatened to be made a party to, a threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Company, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such Person is or was a Member or is or was serving at the request of the Company as an officer, employee, agent or fiduciary of the Company or another corporation, association, partnership, limited liability company, joint venture, trust or other entity or organization, from and against any and all claims, liabilities, losses, damages, costs or expenses (including attorney’s fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Person in connection with such action, suit or proceeding. The Company may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any such Person against any liability which may be asserted against him, her or it. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Persons seeking indemnification to repay such amounts if it is ultimately determined that he, she or it is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other Person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement or otherwise, both as to action on his, her or its official capacity and as to action in another capacity while serving as a Member, officer, employee or agent.

ARTICLE VI — AMENDMENTS

Section 1. Amendment by Member. This Agreement may be amended by the Member.

Section 2. Legislative Amendment. In the event that any portion of this Agreement is subsequently rendered invalid by act of law, those portions hereof which are not affected by such act of law shall remain in full force and effect until and unless altered or repealed in accordance with the terms hereof.

ARTICLE VII — MISCELLANEOUS.

Section 1. Further Action. The parties shall execute and deliver all documents, provide all information, and take, or forbear from, all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 2. Entire Agreement; Agreement Binding. This Agreement contains the entire understanding between the Company and the Member and supersedes any prior understandings and agreements between them regarding the subject matter of this Agreement. This Agreement shall be binding upon the successors and assigns of the Company and the Member. No provision of this Agreement may be waived except by a written instrument specifically waiving such provision and executed by the party to be charged with such waiver.

Section 3. Amendment. No provision of this Agreement may be amended or modified except by resolutions adopted in writing by the Member.

Section 4. Severability. If any provision or part of any provision of this Agreement shall be invalid or unenforceable in any respect, such provision or part of any provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provision of this Agreement.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware (but not the laws pertaining to choice of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement of Community Television of Alabama License, LLC effective as of the date first written above.

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary
FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
	Kevin G. Levy
	Vice President and Secretary

EX-3.224

Exhibit 3.224

FIRST AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company (the “Agreement”), dated as of April 21, 2008, made by the Member and the Company;

WHEREAS, on April 28, 2009, the Member, in accordance with the Agreement, changed the name of the Company from “Community Television of Alabama License, LLC” to “Community Television of Virginia License, LLC”;

WHEREAS, the Member filed a Certificate of Amendment to the Certificate of Formation of the Company, dated as of April 28, 2009 (the “Certificate of Amendment”), with the Secretary of State on April 29, 2009, which certificate reflected the aforementioned change of name of the Company; and.

WHEREAS, the Member desires to reflect the aforementioned change in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. Article I of the Agreement is hereby amended and restated in its entirety to read as follows:

“ARTICLE I – NAME OF COMPANY AND GOVERNING LAW

Section 1. Company Name. The name of the Company, as reflected in the Certificate of Formation of the Company, as amended through the date hereof, is “Community Television of Virginia License, LLC”.

Section 2. Governing Law. This Agreement has been adopted pursuant to, and shall be governed under and in accordance with, the Delaware Limited Liability Company Act.”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Alabama License, LLC” within the Agreement in their entirety and replacing all instances with the following: “Community Television of Virginia License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. The Member, as an authorized person within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Amendment, and such execution, delivery and filing of the Certificate of Amendment are hereby ratified in all respects. The Member is hereby designated an authorized person within the meaning of the Act and is hereby authorized to execute, deliver and file any other certificates (and any amendments and/or restatements thereof) that are necessary for the Company to change its name in any jurisdiction.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

FOXCO ACQUISITION SUB, LLC
By:	/s/ Kevin G. Levy
Name:	Kevin G. Levy
Title:	Vice President and Secretary

EX-3.225

Exhibit 3.225

SECOND AMENDMENT

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC

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

WHEREAS, the Company has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.) (the “Act”) pursuant to the Certificate of Formation of the Company, dated as of April 21, 2008 (the “Certificate of Formation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on April 21, 2008, and a Limited Liability Company Agreement of the Company, dated as of April 21, 2008, made by the Member (the “Agreement”);

WHEREAS, the Member filed a Certificate of Amendment of the Company, dated as of April 28, 2009 (the “First Certificate of Amendment”), with the Secretary of State on April 28, 2009, which certificate reflected a change in the name of the Company from “Community Television of Alabama License, LLC” to “Community Television of Virginia License, LLC”;

WHEREAS, Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company, filed a Certificate of Amendment of the Company, dated February 7, 2014 (the “Second Certificate of Amendment”), with the Secretary of State on February 7, 2014, which certificate reflected a change in the name of the Company from “Community Television of Virginia License, LLC” to “WTVR License, LLC”; and

WHEREAS, the Member desires to reflect the aforementioned changes in name of the Company in the Agreement pursuant to this Amendment.

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, does hereby agree as follows:

1. Amendments.

a. The Preamble of the Agreement is hereby deleted in its entirety and replaced with the following

“This Limited Liability Company Agreement (the “Agreement”) of WTVR License, LLC (the “Company”) is effective as of June 23, 2015, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).”

b. The Agreement is hereby further amended by deleting all references to “Community Television of Alabama License, LLC” within the Agreement in their entirety and replacing such references with the following: “WTVR License, LLC”.

2. Authorization. Matthew A. Block, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Certificate of Formation, and such execution, delivery and filing of the Certificate of Formation are hereby ratified in all respects. The Member executed, delivered and filed with the Secretary of State the First Certificate of Amendment, and such execution, delivery and filing of the First Certificate of Amendment are hereby ratified in all respects. Jack Rodden, Assistant Treasurer of the Company, as an “authorized person” of the Company within the meaning of the Act, executed, delivered and filed with the Secretary of State the Second Certificate of Amendment, and such execution, delivery and filing of the Second Certificate of Amendment are hereby ratified in all respects.

3. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Agreement and their respective successors and assigns.

4. Agreement in Effect. Except as hereby amended, the Agreement shall remain in full force and effect.

5. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

6. Severability. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.

SOLE MEMBER:
FOXCO ACQUISITION SUB, LLC
By:	/s/ Edward Lazarus
Name:	Edward Lazarus
Title:	Secretary

[Signature Page to Amendment to LLC Agreement – WTVR License, LLC]

EX-3.226

Exhibit 3.226

CERTIFICATE OF FORMATION

OF

WXMI, LLC

This Certificate of Formation of WXMI, LLC (the “Company”), dated July 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WXMI, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.227

Exhibit 3.227

WXMI, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

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

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WXMI, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE BROADCASTING COMPANY, LLC
By:	/s/ Gina M. Mazzaferri
Name:	Gina M. Mazzaferri
Title:	Treasurer

Limited Liability Company Agreement of WXMI, LLC

EX-3.228

Exhibit 3.228

CERTIFICATE OF FORMATION

OF

TRIBUNE REAL ESTATE HOLDINGS, LLC

This Certificate of Formation of Tribune Real Estate Holdings, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Real Estate Holdings, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.229

Exhibit 3.229

TRIBUNE REAL ESTATE HOLDINGS, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tribune Real Estate Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Real Estate Holdings, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE COMPANY
By:	/s/ Eddy W. Hartenstein
Name:	Eddie W. Hartenstein
Title:	President & C.E.O.

Limited Liability Company Agreement of Tribune Real Estate Holdings, LLC

EX-3.230

Exhibit 3.230

CERTIFICATE OF FORMATION

OF

TRIBUNE REAL ESTATE HOLDINGS II, LLC

This Certificate of Formation of Tribune Real Estate Holdings II, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

Tribune Real Estate Holdings II, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.231

Exhibit 3.231

TRIBUNE REAL ESTATE HOLDINGS II, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tribune Real Estate Holdings II, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is Tribune Real Estate Holdings II, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE COMPANY
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Treasurer

Limited Liability Company Agreement of Tribune Real Estate Holdings II, LLC

EX-3.232

Exhibit 3.232

CERTIFICATE OF FORMATION

OF

TREH/KREC COSTA MESA, LLC

This Certificate of Formation of TREH/KREC Costa Mesa, LLC (the “Company”), dated August 26, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TREH/KREC COSTA MESA, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.233

Exhibit 3.233

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

TREH/KREC COSTA MESA, LLC

1. The name of the limited liability company is TREH/KREC Costa Mesa, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended as follows:

The first Article of the Certificate of Formation is hereby amended to read in its entirety as follows:

“FIRST: The name of the limited liability is 501 N. Orange Holdco, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 2nd day of September, 2015.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.234

Exhibit 3.234

501 N. ORANGE HOLDCO, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of 501 N. Orange Holdco, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 16, 2015, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is 501 N. Orange Holdco, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Murray McQueen
Name:	Murray McQueen
Title:	President

[Limited Liability Company Agreement of 501 N. Orange Holdco, LLC]

EX-3.235

Exhibit 3.235

CERTIFICATE OF FORMATION

OF

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

This Certificate of Formation of AL-Huntsville-200 Holmes Avenue, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.236

Exhibit 3.236

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AL-Huntsville-200 Holmes Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is AL-Huntsville-200 Holmes Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of AL-Huntsville-200 Holmes Avenue, LLC

EX-3.237

Exhibit 3.237

CERTIFICATE OF FORMATION

OF

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

This Certificate of Formation of AR-Fort Smith-318 North 13th Street, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.238

Exhibit 3.238

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AR-Fort Smith-318 North 13th Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is AR-Fort Smith-318 North 13th Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of AR-Forth Smith-318 North 13th Street, LLC

EX-3.239

Exhibit 3.239

CERTIFICATE OF FORMATION

OF

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

This Certificate of Formation of AR-Van Buren-179 Gladewood Road, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.240

Exhibit 3.240

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AR-Van Buren-179 Gladewood Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is AR-Van Buren-179 Gladewood Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of AR-Van Buren-179 Gladewood Road, LLC

EX-3.241

Exhibit 3.241

CERTIFICATE OF FORMATION

OF

CA-4655 FRUITRIDGE ROAD, LLC

This Certificate of Formation of CA-4655 Fruitridge Road, LLC (the “Company”), dated December 3, 2012 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CA-4655 Fruitridge Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.242

Exhibit 3.242

CA-4655 FRUITRIDGE ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CA-4655 Fruitridge Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CA-4655 Fruitridge Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CA-4655 Fruitridge Road, LLC

EX-3.243

Exhibit 3.243

CERTIFICATE OF FORMATION

OF

CA-LATS SOUTH, LLC

This Certificate of Formation of CA-LATS South, LLC (the “Company”), dated August 13, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CA-LATS SOUTH, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.244

Exhibit 3.244

CA-LATS SOUTH, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CA-LATS South, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 13, 2015 by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CA-LATS South, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Murray McQueen
Name:	Murray McQueen
Title:	President

[Limited Liability Company Agreement of CA-LATS South, LLC]

EX-3.245

Exhibit 3.245

CERTIFICATE OF FORMATION

OF

CA-OLYMPIC PLANT, LLC

This Certificate of Formation of CA-Olympic Plant, LLC (the “Company”), dated December 3, 2012 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CA-OLYMPIC PLANT, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.246

Exhibit 3.246

CA-OLYMPIC PLANT, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CA-Olympic Plant, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CA-Olympic Plant, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CA-Olympic Plant, LLC

EX-3.247

Exhibit 3.247

CERTIFICATE OF FORMATION

OF

CA-LOS ANGELES TIMES SQUARE, LLC

This Certificate of Formation of CA-Los Angeles Times Square, LLC (the “Company”), dated December 3, 2012 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CA-Los Angeles Times Square, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.248

Exhibit 3.248

CA-LOS ANGELES TIMES SQUARE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CA-Los Angeles Times Square, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CA-Los Angeles Times Square, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CA-Los Angeles Times Square, LLC

EX-3.249

Exhibit 3.249

CERTIFICATE OF FORMATION

OF

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC

This Certificate of Formation of CO-1006 Lookout Mountain Road, LLC (the “Company”), dated December 3, 2012 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CO-1006 Lookout Mountain Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.250

Exhibit 3.250

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CO-1006 Lookout Mountain Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CO-1006 Lookout Mountain Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CO-1006 Lookout Mountain Road, LLC

EX-3.251

Exhibit 3.251

CERTIFICATE OF FORMATION

OF

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

This Certificate of Formation of CO-Clear Creek County-Argentine Pass, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.252

Exhibit 3.252

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CO-Clear Creek County-Argentine Pass, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CO-Clear Creek County-Argentine Pass, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of CO- Clear Creek County-Argentine Pass, LLC

EX-3.253

Exhibit 3.253

CERTIFICATE OF FORMATION

OF

CO-DENVER-100 EAST SPEER BOULDEVARD, LLC

This Certificate of Formation of CO-Denver-100 East Speer Boulevard, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CO-DENVER-100 EAST SPEER BOULDEVARD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.254

Exhibit 3.254

CO-DENVER-100 EAST SPEER BOULEVARD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CO-Denver-100 East Speer Boulevard, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CO-Denver-100 East Speer Boulevard, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of CO-Denver-100 East Speer Boulevard, LLC

EX-3.255

Exhibit 3.255

CERTIFICATE OF FORMATION

OF

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

This Certificate of Formation of CO-GOLDEN-21214 Cedar Lake Road, LLC (the “Company”), dated October 22, 2013 is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.256

Exhibit 3.256

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CO-Golden-21214 Cedar Lake Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CO-Golden-21214 Cedar Lake Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name	: Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of CO-Golden-21214 Cedar Lake Road, LLC

EX-3.257

Exhibit 3.257

CERTIFICATE OF FORMATION

OF

CT-121 WAWARME AVENUE, LLC

This Certificate of Formation of CT-121 Wawarme Avenue, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CT-121 Wawarme Avenue, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.258

Exhibit 3.258

CT-121 WAWARME AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CT-121 Wawarme Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CT-121 Wawarme Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CT-121 Wawarme Avenue, LLC

EX-3.259

Exhibit 3.259

CERTIFICATE OF FORMATION

OF

CT-285 BROAD STREET, LLC

This Certificate of Formation of CT-285 Broad Street, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CT-285 Broad Street, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.260

Exhibit 3.260

CT-285 BROAD STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CT-285 Broad Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CT-285 Broad Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CT-285 Broad Street, LLC

EX-3.261

Exhibit 3.261

CERTIFICATE OF FORMATION

OF

CT-WTIC, LLC

This Certificate of Formation of CT-WTIC, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

CT-WTIC, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.262

Exhibit 3.262

CT-WTIC, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CT-WTIC, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is CT-WTIC, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of CT-WTIC, LLC

EX-3.263

Exhibit 3.263

CERTIFICATE OF FORMATION

OF

FL-633 North Orange Avenue, LLC

This Certificate of Formation of FL-6333 North Orange Avenue, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

FL-6333 North Orange Avenue, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.264

Exhibit 3.264

FL-633 NORTH ORANGE AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FL-633 North Orange Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is FL-633 North Orange Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of FL-633 North Orange Avenue, LLC

EX-3.265

Exhibit 3.265

CERTIFICATE OF FORMATION

OF

FL-DEERFIELD PLANT, LLC

This Certificate of Formation of FL-Deerfield Plant, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

FL-Deerfield Plant, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.266

Exhibit 3.266

FL-DEERFIELD PLANT, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FL-Deerfield Plant, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is FL-Deerfield Plant, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of FL-Deerfield Plant, LLC

EX-3.267

Exhibit 3.267

CERTIFICATE OF FORMATION

OF

FL-ORLANDO SENTINEL, LLC

This Certificate of Formation of FL-Orlando Centinel, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

FL-Orlando Centinel, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.268

Exhibit 3.268

FL-ORLANDO SENTINEL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of FL-Orlando Sentinel, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is FL-Orlando Sentinel, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of FL-Orlando Sentinel, LLC

EX-3.269

Exhibit 3.269

CERTIFICATE OF FORMATION

OF

IA-ALLEMAN POLK COUNTY, LLC

This Certificate of Formation of IA-Alleman Polk County, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IA-ALLEMAN POLK COUNTY, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.270

Exhibit 3.270

IA-ALLEMAN POLK COUNTY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IA-Alleman Polk County, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IA-Alleman Polk County, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of IA-Alleman Polk County, LLC

EX-3.271

Exhibit 3.271

CERTIFICATE OF FORMATION

OF

IA-DES MOINES-1801 GRAND AVENUE, LLC

This Certificate of Formation of IA-Des Moines-1801 Grand Avenue, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IA-DES MOINES-1801 GRAND AVENUE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.272

Exhibit 3.272

IA-DES MOINES-1801 GRAND AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IA-Des Moines-1801 Grand Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IA-Des Moines-1801 Grand Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of IA-Des Moines-1801 Grand Avenue, LLC

EX-3.273

Exhibit 3.273

CERTIFICATE OF FORMATION

OF

IL-11201 FRANKLIN AVENUE, LLC

This Certificate of Formation of IL-11201 Franklin Avenue, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-11201 Franklin Avenue, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.274

Exhibit 3.274

IL-11201 FRANKLIN AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-11201 Franklin Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-11201 Franklin Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-11201 Franklin Avenue, LLC

EX-3.275

Exhibit 3.275

CERTIFICATE OF FORMATION

OF

IL-16400 SOUTH 105TH COURT, LLC

This Certificate of Formation of IL-South 105th Court, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-South 105th Court, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.276

Exhibit 3.276

IL-16400 SOUTH 105TH COURT, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-16400 South 105th Court, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-16400 South 105th Court, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-16400 South 105th Court, LLC

EX-3.277

Exhibit 3.277

CERTIFICATE OF FORMATION

OF

IL-2501 WEST BRADLEY PLACE, LLC

This Certificate of Formation of IL-2501 West Bradley Place, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-2501 West Bradley Place, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.278

Exhibit 3.278

IL-2501 WEST BRADLEY PLACE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-2501 West Bradley Place, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-2501 West Bradley Place, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-2501 West Bradley Place, LLC

EX-3.279

Exhibit 3.279

CERTIFICATE OF FORMATION

OF

IL-3249 NORTH KILPATRICK, LLC

This Certificate of Formation of IL-3249 North Kilpatrick, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-3249 North Kilpatrick, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.280

Exhibit 3.280

IL-3249 NORTH KILPATRICK, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-3249 North Kilpatrick, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-3249 North Kilpatrick, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-3249 North Kilpatrick, LLC

EX-3.281

Exhibit 3.281

CERTIFICATE OF FORMATION

OF

IL-3722 VENTURA DRIVE, LLC

This Certificate of Formation of IL-3722 Ventura Drive, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-3722 Ventura Drive, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.282

Exhibit 3.282

IL-3722 VENTURA DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-3722 Venture Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-3722 Venture Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-3722 Venture Drive, LLC

EX-3.283

Exhibit 3.283

CERTIFICATE OF FORMATION

OF

IL-720 ROHLWING ROAD, LLC

This Certificate of Formation of IL-720 Rohlwing Road, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-720 Rohlwing Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.284

Exhibit 3.284

IL-720 ROHLWING ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-720 Rohlwing Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-720 Rohlwing Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-720 Rohlwing Road, LLC

EX-3.285

Exhibit 3.285

CERTIFICATE OF FORMATION

OF

IL-FREEDOM CENTER, LLC

This Certificate of Formation of IL-Freedom Center, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-Freedom Center, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.286

Exhibit 3.286

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

IL-FREEDOM CENTER, LLC

1. The name of the limited liability company is IL-FREEDOM CENTER, LLC (the “Company”).

2. The Certificate of Formation of the Company is hereby amended as follows:

The first Article of the Certificate of Formation is hereby amended to read in its entirety as follows:

“FIRST: The name of the limited liability is IL-777 West Chicago Avenue, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 14th day of January, 2016.

By:	/s/ Murray McQueen
	Murray McQueen
	Authorized Person

EX-3.287

Exhibit 3.287

IL-FREEDOM CENTER, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-Freedom Center, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-Freedom Center, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

EX-3.288

Exhibit 3.288

IL-777 WEST CHICAGO AVENUE, LLC

a Delaware Limited Liability Company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-777 West Chicago Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of January 14, 2016, by Tribune Media Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company;

WHEREAS, the Company’s initial limited liability company agreement was entered into as of December 3, 2012 (the “Original LLCA”) and

WHEREAS, in accordance with the Act, the Member desires to amend and restate the Original LLCA in its entirety and for the Original LLCA to be superseded, in its entirety, by this Agreement.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-777 West Chicago Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
Name: Edward Lazarus
Title: Executive Vice President, General Counsel and Corporate Secretary

[Limited Liability Company Agreement of IL-777 West Chicago Avenue, LLC]

EX-3.289

Exhibit 3.289

CERTIFICATE OF FORMATION

OF

IL-HENRY COUNTY-RUSTIC HILL, LLC

This Certificate of Formation of IL-Henry County-Rustic Hill, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-HENRY COUNTY-RUSTIC HILL, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.290

Exhibit 3.290

IL-HENRY COUNTY-RUSTIC HILL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-Henry County-Rustic Hill, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-Henry County-Rustic Hill, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of IL-Henry County-Rustic Hill, LLC

EX-3.291

Exhibit 3.291

CERTIFICATE OF FORMATION

OF

IL-MOLINE-3003 PARK 16 STREET, LLC

This Certificate of Formation of IL-Moline-3003 Park 16 Street, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-MOLINE-3003 PARK 16 STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.292

Exhibit 3.292

IL-MOLINE-3003 PARK 16 STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-Moline-3003 Park 16 Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-Moline-3003 Park 16 Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of IL-Moline-3003 Park 16 Street, LLC

EX-3.293

Exhibit 3.293

CERTIFICATE OF FORMATION

OF

IL-ORION-2880 NORTH 1100 AVENUE, LLC

This Certificate of Formation of IL-Orion-2880 North 1100 Avenue, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-ORION-2880 NORTH 1100 AVENUE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.294

Exhibit 3.294

IL-ORION-2880 NORTH 1100 AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-Orion-2880 North 1100 Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-Orion-2880 North 1100 Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of IL-Orion-2880 North 1100 Avenue, LLC

EX-3.295

Exhibit 3.295

CERTIFICATE OF FORMATION

OF

IL-TRIBUNE TOWER, LLC

This Certificate of Formation of IL-Tribune Tower, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IL-Tribune Tower, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.296

Exhibit 3.296

IL-TRIBUNE TOWER, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IL-Tribune Tower, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IL-Tribune Tower, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IL-Tribune Tower, LLC

EX-3.297

Exhibit 3.297

CERTIFICATE OF FORMATION

OF

IN-2350 WESTLANE ROAD, LLC

This Certificate of Formation of IN-2350 Westlane Road, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IN-2350 Westlane Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.298

Exhibit 3.298

IN-2350 WESTLANE ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IN-2350 Westlane Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IN-2350 Westlane Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IN-2350 Westlane Road, LLC

EX-3.299

Exhibit 3.299

CERTIFICATE OF FORMATION

OF

IN-6910 NETWORK PLACE, LLC

This Certificate of Formation of IN-6910 Network Place, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IN-6910 Network Place, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.300

Exhibit 3.300

IN-6910 NETWORK PLACE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IN-6910 Network Place, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IN-6910 Network Place, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IN-6910 Network Place, LLC

EX-3.301

Exhibit 3.301

CERTIFICATE OF FORMATION

OF

IN-TRAFALGAR WTTV, LLC

This Certificate of Formation of IN-Trafalgar WTTV, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IN-Trafalgar WTTV, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.302

Exhibit 3.302

IN-TRAFALGAR WTTV, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IN-Trafalgar WTTV, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IN-Trafalgar WTTV, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

10

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IN-Trafalgar WTTV, LLC

EX-3.303

Exhibit 3.303

CERTIFICATE OF FORMATION

OF

IN-WINDFALL WTTV, LLC

This Certificate of Formation of IN-Windfall WTTV, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

IN-Windfall WTTV, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.304

Exhibit 3.304

IN-WINDFALL WTTV, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of IN-Windfall WTTV, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is IN-Windfall WTTV, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of IN-Windfall WTTV, LLC

EX-3.305

Exhibit 3.305

CERTIFICATE OF FORMATION

OF

MD-3400 CARLINS PARK DRIVE, LLC

This Certificate of Formation of MD-3400 Carlins Park Drive, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MD-3400 Carlins Park Drive, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.306

Exhibit 3.306

MD-3400 CARLINS PARK DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MD-3400 Carlines Park Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MD-3400 Carlines Park Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of MD-3400 Carlines Park Drive, LLC

EX-3.307

Exhibit 3.307

CERTIFICATE OF FORMATION

OF

MD-601 N. CALVERT, LLC

This Certificate of Formation of MD-601 N. Calvert, LLC (the “Company”), dated August 26, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MD-601 N. CALVERT, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.308

Exhibit 3.308

MD-601 N. CALVERT, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MD-601 N. Calvert, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 16, 2015, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MD-601 N. Calvert, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Murray McQueen
Name:	Murray McQueen
Title:	President

[Limited Liability Company Agreement of MD-601 N. Calvert]

EX-3.309

Exhibit 3.309

CERTIFICATE OF FORMATION

OF

MD-NORTH CALVERT STREET, LLC

This Certificate of Formation of MD-North Calvert Street, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MD-North Calvert Street, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.310

Exhibit 3.310

MD-NORTH CALVERT STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MD-North Calvert Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MD-North Calvert Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

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8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of MD-North Calvert Street, LLC

EX-3.311

Exhibit 3.311

CERTIFICATE OF FORMATION

OF

MI-3117 PLAZA DRIVE, LLC

This Certificate of Formation of MI-3117 Plaza Drive, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MI-3117 Plaza Drive, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.312

Exhibit 3.312

MI-3117 PLAZA DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MI-3117 Plaza Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MI-3117 Plaza Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of MI-3117 Plaza Drive, LLC

EX-3.313

Exhibit 3.313

CERTIFICATE OF FORMATION

OF

MI-DAVIS ROAD, LLC

This Certificate of Formation of MI-Davis Road, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MI-Davis Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.314

Exhibit 3.314

MI-DAVIS ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MI-Davis Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MI-Davis Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of MI-Davis Road, LLC

EX-3.315

Exhibit 3.315

CERTIFICATE OF FORMATION

OF

MO-KANSAS CITY-3020 SUMMIT STREET, LLC

This Certificate of Formation of MO-Kansas City-3020 Summit Street, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MO-KANSAS CITY-3020 SUMMIT STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.316

Exhibit 3.316

MO-KANSAS CITY-3020 SUMMIT STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MO-Kansas City-3020 Summit Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MO-Kansas City-3020 Summit Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of MO-Kansas City-3020 Summit Street, LLC

EX-3.317

Exhibit 3.317

CERTIFICATE OF FORMATION

OF

MO-ST LOUIS-EMIL AVENUE, LLC

This Certificate of Formation of MO-St Louis-Emil Avenue, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

MO-ST LOUIS-EMIL AVENUE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.318

Exhibit 3.318

MO-ST LOUIS-EMIL AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of MO-St Louis-Emil Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is MO-St Louis-Emil Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of MO-St Louis-Emil Avenue, LLC

EX-3.319

Exhibit 3.319

CERTIFICATE OF FORMATION

OF

NC-HIGH POINT-2005 FRANCIS STREET, LLC

This Certificate of Formation of NC-High Point-2005 Francis Street, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

NC-HIGH POINT-2005 FRANCIS STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.320

Exhibit 3.320

NC-HIGH POINT-2005 FRANCIS STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NC-High Point-2005 Francis Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is NC-High Point-2005 Francis Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of NC-High Point-2005 Francis Street, LLC

EX-3.321

Exhibit 3.321

CERTIFICATE OF FORMATION

OF

NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC

This Certificate of Formation of NC-Sofia-4119 Old Courthouse Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.322

Exhibit 3.322

NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NC-Sofia-4119 Old Courthouse Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is NC-Sofia-4119 Old Courthouse Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of NC-Sofia-4119 Old Courthouse Road, LLC

EX-3.323

Exhibit 3.323

CERTIFICATE OF FORMATION

OF

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

This Certificate of Formation of OH-Cleveland-5800 South Marginal Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.324

Exhibit 3.324

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OH-Cleveland-5800 South Marginal Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is OH-Cleveland-5800 South Marginal Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of OH-Cleveland-5800 South Marginal Road, LLC

EX-3.325

Exhibit 3.325

CERTIFICATE OF FORMATION

OF

OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

This Certificate of Formation of OH-Parma-4501 West Pleasant Valley Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.326

Exhibit 3.326

OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OH-Parma-4501 West Pleasant Valley Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is OH-Parma-4501 West Pleasant Valley Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of OH-Parma-4501 West Pleasant Valley Road, LLC

EX-3.327

Exhibit 3.327

CERTIFICATE OF FORMATION

OF

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC

This Certificate of Formation of OK-Oklahoma City-East Britton Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.328

Exhibit 3.328

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OK-Oklahoma City-East Britton Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is OK-Oklahoma City-East Britton Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of OK-Oklahoma City-East Britton Road, LLC

EX-3.329

Exhibit 3.329

CERTIFICATE OF FORMATION

OF

OR-10255 SW ARCTIC DRIVE, LLC

This Certificate of Formation of OR-10255 SW Arctic Drive, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

OR-10255 SW Arctic Drive, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.330

Exhibit 3.330

OR-10255 SW ARCTIC DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OR-10255 SW Arctic Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is OR-10255 SW Arctic Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of OR-10255 SW Arctic Drive, LLC

EX-3.331

Exhibit 3.331

CERTIFICATE OF FORMATION

OF

PA-2005 SOUTH QUEEN STREET, LLC

This Certificate of Formation of PA-2005 South Queen Street, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-2005 South Queen Street, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.332

Exhibit 3.332

PA-2005 SOUTH QUEEN STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-2005 South Queen Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-2005 South Queen Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of PA-2005 South Queen Street, LLC

EX-3.333

Exhibit 3.333

CERTIFICATE OF FORMATION

OF

PA-5001 WYNNEFIELD AVENUE, LLC

This Certificate of Formation of PA-5001 Wynnefield Avenue, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-5001 Wynnefield Avenue, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.334

Exhibit 3.334

PA-5001 WYNNEFIELD AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-5001 Wynnefield Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-5001 Wynnefield Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

10

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of PA-5001 Wynnefield Avenue, LLC

EX-3.335

Exhibit 3.335

CERTIFICATE OF FORMATION

OF

PA-550 EAST ROCK ROAD, LLC

This Certificate of Formation of PA-550 East Rock Road, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-550 East Rock Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.336

Exhibit 3.336

PA-550 EAST ROCK ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-550 East Rock Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-550 East Rock Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of PA-550 East Rock Road, LLC

EX-3.337

Exhibit 3.337

CERTIFICATE OF FORMATION

OF

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC

This Certificate of Formation of PA-Luzerne County-Penobscot Mountain, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.338

Exhibit 3.338

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-Luzerne County-Penobscot Mountain, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-Luzerne County-Penobscot Mountain, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of PA-Luzerne County-Penobscot Mountain, LLC

EX-3.339

Exhibit 3.339

CERTIFICATE OF FORMATION

OF

PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

This Certificate of Formation of PA-Moosic-16 Montage Mountain Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.340

Exhibit 3.340

PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-Moosic-16 Montage Mountain Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-Moosic-16 Montage Mountain Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of PA-Moosic-16 Montage Mountain Road, LLC

EX-3.341

Exhibit 3.341

CERTIFICATE OF FORMATION

OF

PA-MORNING CALL, LLC

This Certificate of Formation of PA-Morning Call, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-Morning Call, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld Authorized Person

EX-3.342

Exhibit 3.342

PA-MORNING CALL, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-Morning Call, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-Morning Call, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of PA-Morning Call, LLC

EX-3.343

Exhibit 3.343

CERTIFICATE OF FORMATION

OF

PA-RANSOM, LLC

This Certificate of Formation of PA-Ransom, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-RANSOM, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.344

Exhibit 3.344

PA-RANSOM, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-Ransom, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-Ransom, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of PA-Ransom, LLC

EX-3.345

Exhibit 3.345

CERTIFICATE OF FORMATION

OF

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC

This Certificate of Formation of PA-South Abington Rt 11 and Morgan Hwy, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.346

Exhibit 3.346

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PA-South Abington-Rt 11 and Morgan HWY, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is PA-South Abington-Rt 11 and Morgan HWY, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of PA-South Abington-Rt 11 and Morgan HWY, LLC

EX-3.347

Exhibit 3.347

CERTIFICATE OF FORMATION

OF

TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC

This Certificate of Formation of TN-Memphis-803 Channel 3 Drive, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.348

Exhibit 3.348

TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TN-Memphis-803 Channel 3 Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is TN-Memphis-803 Channel 3 Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of TN-Memphis-803 Channel 3 Drive, LLC

EX-3.349

Exhibit 3.349

CERTIFICATE OF FORMATION

OF

TREH CM MEMBER 2, LLC

This Certificate of Formation of TREH CM Member 2, LLC (the “Company”), dated September 16, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TREH CM MEMBER 2, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.350

Exhibit 3.350

TREH CM Member 2, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TREH CM Member 2, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 16, 2015, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is TREH CM Member 2, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

5

thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Murray McQueen
Name:	Murray McQueen
Title:	President

[Limited Liability Company Agreement of TREH CM Member 2, LLC]

EX-3.351

Exhibit 3.351

CERTIFICATE OF FORMATION

OF

TREH COSTA MESA, LLC

This Certificate of Formation of TREH Costa Mesa, LLC (the “Company”), dated August 26, 2015, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TREH COSTA MESA, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Murray McQueen

Murray McQueen

Authorized Person

EX-3.352

Exhibit 3.352

TREH Costa Mesa, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TREH Costa Mesa, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 16, 2015, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is TREH Costa Mesa, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

2.4 Certificates. The sole member may elect to have membership interests in the Company be certificated, in which event, this Agreement will be amended as necessary to allow for that. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

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2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides

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otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Senior Vice Presidents, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the January 1 of each year and end on December 31 of each year.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part

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thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within forty-five (45) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion.

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Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

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ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

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10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Murray McQueen
Name:	Murray McQueen
Title:	President

[Limited Liability Company Agreement of TREH Costa Mesa, LLC]

EX-3.353

Exhibit 3.353

CERTIFICATE OF FORMATION

OF

TX-7700 WESTPARK DRIVE, LLC

This Certificate of Formation of TX-7700 Westpark Drive, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TX-7700 Westpark Drive, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.354

Exhibit 3.354

TX-7700 WESTPARK DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TX-7700 Westpark Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is TX-7700 Westpark Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of TX-7700 Westpark Drive, LLC

EX-3.355

Exhibit 3.355

CERTIFICATE OF FORMATION

OF

TX-8001 JOHN CARPENTER FREEWAY, LLC

This Certificate of Formation of TX-8001 John Carpenter Freeway, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

TX-8001 John Carpenter Freeway, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.356

Exhibit 3.356

TX-8001 JOHN CARPENTER FREEWAY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TX-8001 John Carpenter Freeway, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is TX-8001 John Carpenter Freeway, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of TX-8001 John Carpenter Freeway, LLC

EX-3.357

Exhibit 3.357

CERTIFICATE OF FORMATION

OF

UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

This Certificate of Formation of UT-Salt Lake City-Amelia Earhart Drive, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.358

Exhibit 3.358

UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of UT-Salt Lake City-Amelia Earhart Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is UT-Salt Lake City-Amelia Earhart Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of UT-Salt Lake City-Amelia Earhart Drive, LLC

EX-3.359

Exhibit 3.359

CERTIFICATE OF FORMATION

OF

VA-216 IRONBOUND ROAD, LLC

This Certificate of Formation of VA-216 Ironbound Road, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

VA-216 Ironbound Road, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.360

Exhibit 3.360

VA-216 IRONBOUND ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VA-216 Ironbound Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is VA-216 Ironbound Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of VA-216 Ironbound Road, LLC

EX-3.361

Exhibit 3.361

CERTIFICATE OF FORMATION

OF

VA-NORFOLK-720 BOUSH STREET, LLC

This Certificate of Formation of VA-Norfolk-720 Boush Street, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

VA-NORFOLK-720 BOUSH STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.362

Exhibit 3.362

VA-NORFOLK-720 BOUSH STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VA-Norfolk-720 Boush Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is VA-Norfolk-720 Boush Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of VA-Norfolk-720 Boush Street, LLC

EX-3.363

Exhibit 3.363

CERTIFICATE OF FORMATION

OF

VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

This Certificate of Formation of VA-Portsmouth-1318 Spratley Street, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.364

Exhibit 3.364

VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VA-Portsmouth-1318 Spratley Street, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is VA-Portsmouth-1318 Spratley Street, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of VA-Portsmouth-1318 Spratley Street, LLC

EX-3.365

Exhibit 3.365

CERTIFICATE OF FORMATION

OF

VA-RICHMOND, LLC

This Certificate of Formation of VA-Richmond, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

VA-RICHMOND, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.366

Exhibit 3.366

VA-RICHMOND, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VA-Richmond, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is VA-Richmond, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

5

such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

9

“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of VA-Richmond, LLC

EX-3.367

Exhibit 3.367

CERTIFICATE OF FORMATION

OF

VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

This Certificate of Formation of VA-Suffolk-5277 Nansemond Parkway, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.368

Exhibit 3.368

VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VA-Suffolk-6277 Nansemond Parkway, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is VA-Suffolk-6277 Nansemond Parkway, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of VA-Suffolk-6277 Nansemond Parkway, LLC

EX-3.369

Exhibit 3.369

CERTIFICATE OF FORMATION

OF

WA-1813 WESTLAKE AVENUE, LLC

This Certificate of Formation of WA-1813 Westlake Avenue, LLC (the “Company”), dated December 3, 2012, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WA-1813 Westlake Avenue, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

* * * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ David P. Eldersveld
	David P. Eldersveld
	Authorized Person

EX-3.370

Exhibit 3.370

WA-1813 WESTLAKE AVENUE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WA-1813 Westlake Avenue, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 3, 2012, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WA-1813 Westlake Avenue, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Chandler Bigelow III
Name:	Chandler Bigelow III
Title:	President

Limited Liability Company Agreement of WA-1813 Westlake Avenue, LLC

EX-3.371

Exhibit 3.371

CERTIFICATE OF FORMATION

OF

WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC

This Certificate of Formation of WI-Brown Deer-9001 North Green Bay Road, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.372

Exhibit 3.372

WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WI-Brown Deer-9001 North Green Bay Road, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WI-Brown Deer-9001 North Green Bay Road, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

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made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of WI-Brown Deer-9001 North Green Bay Road, LLC

EX-3.373

Exhibit 3.373

CERTIFICATE OF FORMATION

OF

WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

This Certificate of Formation of WI-Milwaukee-1100 East Capital Drive, LLC (the “Company”), dated October 22, 2013, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et. seq.)

FIRST. The name of the limited liability company formed hereby is:

WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

SECOND. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, New Castle County. The name of the registered agent of the Company for the service of process at such address is Corporation Service Company.

******

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Jack Rodden

Jack Rodden

Authorized Person

EX-3.374

Exhibit 3.374

WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

a Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WI-Milwaukee-1100 East Capital Drive, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of October 23, 2013, by Tribune Real Estate Holdings, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a Certificate of Formation (the “Certificate of Formation”) has heretofore been filed with the Secretary of State of the State of Delaware to form the Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I

ORGANIZATION

1.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of a Certificate of Formation with the Office of the Secretary of State of Delaware. In the event of a conflict between the terms of this Agreement and the Certificate of Formation, the terms of the Certificate of Formation shall prevail.

1.2 Name. The name of the Company is WI-Milwaukee-1100 East Capital Drive, LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

1.3 Purposes. The purpose of the Company is to engage in any lawful business or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

1.4 Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

1.5 Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

1.6 Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Delaware and in any other jurisdiction in which the Company may elect to do business.

ARTICLE II

MEMBERSHIP INTERESTS

2.1 Sole Member. As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

2.2 Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2.2, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

2.3 Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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2.4 Certificates. The membership interests of the Company shall be certificated. Any officer of the Company is authorized to execute membership certificates on behalf of the Company in form and substance as such officer shall approve.

2.5 Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

2.6 Membership Interests are Securities for UCC Purposes. The membership interests of this Company shall constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (the “UCC”) and any certificate evidencing such membership interest is a “certificated security” within the meaning of Section 8-102(a)(4) of the UCC.

2.7 Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated or liable in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability, including under any judgment, decree or order of any court.

ARTICLE III

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

3.1 No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

3.2 Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

3.3 Interest. No interest shall be paid by the Company on capital contributions.

3.4 Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1 Management of Business. Except as otherwise expressly provided in this Agreement, in accordance with Section 18-402 of the Act, and subject to Section 4.2, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

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4.2 Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

ARTICLE V

MEETINGS OF MEMBERS

5.1 Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

5.2 Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission, in accordance with Section 18-302 of the Act. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 5.2.

ARTICLE VI

OWNERSHIP OF COMPANY PROPERTY

6.1 All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

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ARTICLE VII

BOOKS AND RECORDS

7.1 Books and Records of Account. The Company shall maintain adequate books and records of account that shall be maintained on the accrual method of accounting. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

7.2 Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

7.3 Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

7.4 Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

7.5 Fiscal Year. The fiscal year of the Company shall begin on the first Monday after the last Sunday in December of each year and end on the last Sunday in the following December.

ARTICLE VIII

INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

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such Indemnified Person in such Proceeding; provided that, as provided in the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by the Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., filed pursuant to Section 1121(a) of the Bankruptcy Code, as amended (the “Plan of Reorganization”), no such indemnification or reimbursement rights shall apply to any LBO-Related Causes of Action (as defined in the Plan of Reorganization) arising prior to December 8, 2008. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.1(c), the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member. The Company hereby agrees: (i) that it is the indemnitor of first resort (i.e., in the event any Indemnified Person has the right to receive indemnification from one or more sponsors, affiliates or third parties, the Company’s obligations to such Indemnified Person are primary); and (ii) that it shall be required to pay the full amount of expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with any Proceeding in advance of its final disposition as required by the terms of this Agreement, without regard to (A) any rights such Indemnified Person may have, or the exercise of any such rights by such Indemnified Person, against any other sponsors, affiliates or third parties or (B) any advance or payment made by such sponsors, affiliates or third parties on behalf of such Indemnified Person with respect to any claim for which such Indemnified Person is entitled to indemnification from the Company; and (iii) that it irrevocably waives, relinquishes and releases such sponsors or affiliates from any and all claims against such sponsors or affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 8.1 or otherwise.

(c) Claims by Indemnified Persons. If a claim for indemnification or advancement of expenses under this Section 8.1 is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Company (and any undertaking required under Section 8.1(b)), the Indemnified Person may file suit to recover the unpaid amount of such claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action, the Company shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under the terms of this Agreement and applicable law.

(d) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be

6

made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(e) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(f) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 8.1 shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(g) Other Indemnification. Except as provided in Section 8.1(a), the Company’s obligation under the provisions of this Section 8.1, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 8.1.

(h) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 8.1; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 8.1.

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(i) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 8.1, or adoption of any provision of this Agreement inconsistent with this Section 8.1, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

8.2 Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution. Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

9.2 Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

9.3 Winding Up. If the Company is dissolved pursuant to Section 9.1, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

9.4 Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

10.2 Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

10.3 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

10.4 Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

10.5 Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the State of Delaware (without giving effect to the conflicts or choice of law provisions thereof).

10.7 Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

10.8 Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and

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“including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first above written.

SOLE MEMBER:
TRIBUNE REAL ESTATE HOLDINGS, LLC
By:	/s/ Jack Rodden
Name:	Jack Rodden
Title:	Vice President

Limited Liability Company Agreement of WI-Milwaukee-1100 East Capital Drive, LLC

EX-5.1

Exhibit 5.1

[Letterhead of Debevoise & Plimpton LLP]

March 24, 2016

Tribune Media Company

435 North Michigan Avenue

Chicago, Illinois 60611

Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special New York counsel to Tribune Media Company, a Delaware corporation (the “Issuer”), and the entities listed in Schedule A hereto (collectively, the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-4 filed with the Commission on March 24, 2016 (the “Registration Statement”) relating to the proposed offering by the Issuer of $1,100,000,000 aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2022 (the “New Notes”), which are to be registered under the Act pursuant to the Registration Statement, in exchange for an equal principal amount of the Issuer’s outstanding 5.875% Senior Notes due 2022 (the “Old Notes”). The New Notes are to be issued pursuant to the Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of June 24, 2015 (the “First Supplemental Indenture”), among the Issuer, the Guarantors and the Trustee, the Second Supplemental Indenture, dated as of September 8, 2015 (the “Second Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, and the Third Supplemental Indenture, dated as of October 8, 2015 (together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental, the “Indenture”), among the Issuer, the guarantors party thereto and the Trustee. The obligations of the Issuer pursuant to the New Notes are each to be guaranteed by the Guarantors pursuant to and as set forth in the Indenture (such guarantees, collectively, the “Guarantees”).

In rendering the opinions expressed below, we have (a) examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Issuer and the Guarantors and such other instruments and certificates of public officials, officers and representatives of the Issuer and the Guarantors and other persons as we have deemed necessary or appropriate for the purposes of such opinions, (b) examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Issuer and the Guarantors and other persons delivered to us and (c) made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all

signatures on all documents that we have examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the valid existence and good standing of each Guarantor under the laws of their respective jurisdictions of incorporation or formation, (vi) the power and authority of the Trustee and the Guarantors to enter into and perform their respective obligations under the Indenture and the Guarantees, as the case may be, (vii) the due authorization, execution and delivery of the Indenture by the Trustee and the Guarantors, except to the extent that such due execution and delivery thereof by any Guarantor is governed by the laws of the State of New York, (viii) the enforceability of the Indenture against the Trustee and (ix) the due authentication of the New Notes on behalf of the Trustee in the manner provided in the Indenture.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that, upon the execution and issuance of the New Notes by the Issuer and authentication of the New Notes by the Trustee in accordance with the Indenture and delivery of the New Notes against exchange therefor of the Old Notes, pursuant to the exchange offer described in the Registration Statement, (1) the New Notes will constitute valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, and (2) the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, each as currently in effect, and we do not express any opinion herein concerning any other laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of the Notes” in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

Schedule A

Baseline Acquisitions, LLC

Baseline, LLC

Chicagoland Television News, LLC

Classified Ventures Holdco, LLC

CastTV Inc.

FoxCo Acquisition, LLC

FoxCo Acquisition Finance Corporation

FoxCo Acquisition Sub, LLC

Gracenote, Inc.

KDAF, LLC

KIAH, LLC

KPLR, Inc.

KRCW, LLC

KSTU, LLC

KSTU License, LLC

KSWB, LLC

KTLA, LLC

KTVI, LLC

KTVI License, LLC

KTXL, LLC

KWGN, LLC

Local TV, LLC

Local TV Aircraft, Inc.

Local TV Finance, LLC

Local TV Finance Corporation

Local TV Holdings, LLC

Local TV Norfolk Real Estate, LLC

Magic T Music Publishing Company, LLC

Media by Numbers, LLC

Oak Brook Productions, LLC

Riverwalk Holdco, LLC

Riverwalk Holdco II, LLC

Studio Systems, LLC

Tower Distribution Company, LLC

Towering T Music Publishing Company, LLC

Tribune (FN) Cable Ventures, LLC

Tribune Broadcasting Company, LLC

Tribune Broadcasting Company II, LLC

Tribune Broadcasting Denver, LLC

Tribune Broadcasting Denver License, LLC

Tribune Broadcasting Fort Smith, LLC

Tribune Broadcasting Fort Smith License, LLC

Tribune Broadcasting Hartford, LLC

Tribune Broadcasting Indianapolis, LLC

Tribune Broadcasting Kansas City, Inc.

Tribune Broadcasting Norfolk, LLC

Tribune Broadcasting Oklahoma City, LLC

Tribune Broadcasting Oklahoma City License, LLC

Tribune Broadcasting Seattle, LLC

Tribune Digital Ventures, LLC

Tribune Entertainment Company, LLC

Tribune Management Holdings, LLC

Tribune Media Services, LLC

Tribune National Marketing Company, LLC

Tribune Television New Orleans, Inc.

WDAF License, Inc.

WDAF Television, Inc.

WDCW, LLC

WGHP, LLC

WGHP License, LLC

WGN Continental Broadcasting Company, LLC

WHNT, LLC

WHNT License, LLC

WHO License, LLC

WHO Television, LLC

WITI License, LLC

WITI Television, LLC

WJW License, LLC

WJW Television, LLC

WNEP, LLC

WPHL, LLC

WPIX, LLC

WPMT, LLC

WQAD, LLC

WQAD License, LLC

WREG, LLC

WREG License, LLC

WSFL, LLC

WTVR, LLC

WTVR License, LLC

WXMI, LLC

Tribune Real Estate Holdings, LLC

Tribune Real Estate Holdings II, LLC

501 N. Orange Holdco, LLC

AL-Huntsville-200 Holmes Avenue, LLC

AR-Fort Smith-318 North 13th Street, LLC

AR-Van Buren-179 Gladewood Road, LLC

CA-4655 Fruitridge Road, LLC

CA-Olympic Plant, LLC

CA-LATS South, LLC

CA-Los Angeles Times Square, LLC

CO-1006 Lookout Mountain Road, LLC

CO-Clear Creek County-Argentine Pass, LLC

CO-Denver-100 East Speer Boulevard, LLC

CO-Golden-21214 Cedar Lake Road, LLC

CT-121 Wawarme Avenue, LLC

CT-285 Broad Street, LLC

CT-WTIC, LLC

FL-633 North Orange Avenue, LLC

FL-Deerfield Plant, LLC

FL-Orlando Sentinel, LLC

IA-Alleman Polk County, LLC

IA-Des Moines-1801 Grand Avenue, LLC

IL-11201 Franklin Avenue, LLC

IL-16400 South 105th Court, LLC

IL-2501 West Bradley Place, LLC

IL-3249 North Kilpatrick, LLC

IL-3722 Ventura Drive, LLC

IL-720 Rohlwing Road, LLC

IL-777 West Chicago Avenue, LLC

IL-Henry County-Rustic Hill, LLC

IL-Moline-3003 Park 16 Street, LLC

IL-Orion-2880 North 1100 Avenue, LLC

IL-Tribune Tower, LLC

IN-2350 Westlane Road, LLC

IN-6910 Network Place, LLC

IN-Trafalgar WTTV, LLC

IN-Windfall WTTV, LLC

MD-3400 Carlins Park Drive, LLC

MD-601 N. Calvert, LLC

MD-North Calvert Street, LLC

MI-3117 Plaza Drive, LLC

MI-Davis Road, LLC

MO-Kansas City-3020 Summit Street, LLC

MO-St Louis-Emil Avenue, LLC

NC-High Point-2005 Francis Street, LLC

NC-Sofia-4119 Old Courthouse Road, LLC

OH-Cleveland-5800 South Marginal Road, LLC

OH-Parma-4501 West Pleasant Valley Road, LLC

OK-Oklahoma City-East Britton Road, LLC

OR-10255 SW Arctic Drive, LLC

PA-2005 South Queen Street, LLC

PA-5001 Wynnefield Avenue, LLC

PA-550 East Rock Road, LLC

PA-Luzerne County-Penobscot Mountain, LLC

PA-Moosic-16 Montage Mountain Road, LLC

PA-Morning Call, LLC

PA-Ransom, LLC

PA-South Abington-Rt. 11 and Morgan Hwy, LLC

TN-Memphis-803 Channel 3 Drive, LLC

TREH CM Member 2, LLC

TREH Costa Mesa, LLC

TX-7700 Westpark Drive, LLC

TX-8001 John Carpenter Freeway, LLC

UT-Salt Lake City-Amelia Earhart Drive, LLC

VA-216 Ironbound Road, LLC

VA-Norfolk-720 Boush Street, LLC

VA-Portsmouth-1318 Spratley Street, LLC

VA-Richmond, LLC

VA-Suffolk-5277 Nansemond Parkway, LLC

WA-1813 Westlake Avenue, LLC

WI-Brown Deer-9001 North Green Bay Road, LLC

WI-Milwaukee-1100 East Capital Drive, LLC

EX-5.2

Exhibit 5.2

[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

March 24, 2016

Tribune Media Company

Re: Tribune Media Company - 5.875% Senior Notes due 2022

Ladies and Gentlemen:

We have acted as special Delaware counsel for each of the Delaware corporations listed on Schedule A attached hereto (each, a “Corporation” and collectively, the “Corporations”) and each of the Delaware limited liability companies listed on Schedule B attached hereto (each, an “LLC” and collectively, the “LLCs”) in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

(a) Each of the documents listed on Schedule C attached hereto (each, a “Certificate of Incorporation” and collectively, the “Certificates of Incorporation”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”);

(b) The bylaws of each of the Corporations (each, “Bylaws” and collectively, the “Corporate Bylaws”);

(c) Resolutions adopted by the unanimous written consent of the board of directors of Tribune Media Company, a Delaware corporation (“Tribune Media”) (the “Issuer Board”), dated June 16, 2015 (the “Issuer Board Resolutions”);

(d) Resolutions adopted by the unanimous written consent of the Pricing Committee of the Issuer Board (the “Pricing Committee”), dated June 17, 2015 and June 24, 2015 (the “Pricing Committee Resolutions” and, together with the Issuer Board Resolutions, the “Issuer Resolutions”);

(e) Resolutions adopted by the unanimous written consent of the board of directors of each of the Corporations (other than Tribune Media), dated June 17, 2015 and June 24, 2015 (the “Subsidiary Corporate Resolutions” and, together with the Issuer Resolutions, the “Corporate Resolutions”);

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March 24, 2016

Page 2

(f) Each of the documents listed on Schedule D attached hereto (each, an “LLC Certificate”), as filed in the office of the Secretary of State;

(g) Each of the documents listed on Schedule E attached hereto (each, an “LLC Agreement” and collectively, the “LLC Agreements”);

(h) Resolutions adopted by the unanimous written consent of the sole member or the board of directors, as applicable, of each of the LLCs, dated June 17, 2015, June 24, 2015 and October 8, 2015 (the “LLC Resolutions”);

(i) The Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Companies, the other Subsidiary Guarantors (as defined therein) party thereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”);

(j) The First Supplemental Indenture, dated as of June 24, 2015 (“Supplement No. 1”), among the Companies, the other Subsidiary Guarantors (as defined therein) party thereto and the Trustee;

(k) The Third Supplemental Indenture, dated October 8, 2015 (“Supplement No. 3”), among the Companies, the other Subsidiaries Guarantors (as defined therein) party thereto and the Trustee;

(l) The Form of Exchange Note (as defined in the Base Indenture) attached as Exhibit B to the Base Indenture (the “Form of Exchange Note”); and

(m) A Certificate of Good Standing for each of the Companies obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Base Indenture. The Corporations and the LLCs are referred to herein each, as a “Company” and collectively, as the “Companies.” The global Exchange Notes to be issued in exchange for the outstanding Initial Notes in connection with the transactions contemplated by the Registration Statement (as defined below) are hereinafter referred to collectively as the “New Notes.” The Base Indenture as supplemented by Supplement No. 1 and Supplement No. 3 is hereinafter referred to as the “Indenture.” The Indenture and the New Notes are hereinafter referred to collectively as the “Transaction Documents.”

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (m) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (m) above) that is referred to in or incorporated by reference into any document reviewed by us. We have assumed that

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Page 3

there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents, and (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein.

For purposes of this opinion, we have assumed (i) that each of the LLC Agreements constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of members to, and the creation, operation, management and termination of, the relevant LLC, (ii) that any amendment or restatement of any document reviewed by us or referred to herein has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (iii) that at all times since the formation of each of the LLCs, there has been at least one member of each such LLC, (iv) that any assignment or transfer of limited liability company interests in any of the LLCs to an assignee, and the admission of such assignee as a member of such LLC, were accomplished in accordance with, and were permitted by, the limited liability company agreement of such LLC as in effect at the time of such assignment or admission, and that such LLC was continued without dissolution, (v) that each of LLC Certificates has been executed by an “authorized person” of the relevant LLC within the meaning of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “LLC Act”), (vi) that there are no proceedings pending or proposed for the merger, consolidation, conversion, dissolution, liquidation or termination of any of the Companies, (vii) that the Corporate Resolutions (A) have been duly filed with the minutes of the proceedings of the board of directors of the relevant Corporation, and (B) are the only resolutions adopted by the boards of directors of the Corporations or any committee thereof relating to the authorization and approval of the Transaction Documents, (viii) that as of June 16, 2015, June 17, 2015 and June 24, 2015, there were no unfilled vacancies or newly-created directorships on the board of directors of any of the Corporations or any committee thereof, (ix) that the LLC Resolutions (A) have been duly filed with the minutes book or the minutes of the proceedings of the board of directors of the relevant LLC, as applicable, and (B) are the only resolutions adopted by any member, manager or board of directors of the LLCs relating to the authorization and approval of the Transaction Documents, (x) that as of June 17, 2015, June 24, 2015 and October 8, 2015, there were no unfilled vacancies or newly-created directorships on the board of directors of any of the LLCs or any committee thereof, (xi) except to the extent provided in paragraphs 1 and 4 below, the due organization, formation or creation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization, formation or creation, (xii) the legal capacity of natural persons who

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are signatories to the documents examined by us, (xiii) except to the extent provided in paragraphs 2 and 5 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (xiv) except to the extent provided in paragraphs 3 and 6 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us, (xv) that each of the documents examined by us constitutes a valid and binding agreement of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms, (xvi) that Section 203 of the General Corporation Law of the State of Delaware (8 Del.C. §101, et seq.) (the “General Corporation Law”) is not applicable to any of the Corporations pursuant to subsection (b)(4) thereof, (xvii) that each of the Companies (other than Tribune Media) is a direct or indirect wholly-owned subsidiary of Tribune Media and that the execution, delivery and performance by each of the Companies of the Transaction Documents to which it is a party are necessary and convenient to the conduct, promotion or attainment of the business of such Company, (xviii) that each of the New Notes conforms with the Form of Exchange Note, and is consistent with and complies with the terms and provisions of the Indenture, in all respects material to this opinion, and (xix) that all blanks in the Form of Exchange Note will be properly and appropriately completed in the New Notes.

This opinion is limited to the laws of the State of Delaware (excluding the insurance, securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect. In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Corporations has been duly incorporated and is validly existing in good standing as a corporation under the General Corporation Law.

2. Each of the Corporations has all necessary corporate power and authority under the General Corporation Law and under its respective Certificate of Incorporation and Bylaws to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party.

3. The execution and delivery by each of the Corporations of the Transaction Documents to which it is a party, and the performance by each of the Corporations of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of such Corporation under the General Corporation Law and under its respective Certificate of Incorporation and Bylaws.

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4. Each of the LLCs has been duly formed and is validly existing in good standing as a limited liability company under the LLC Act.

5. Each of the LLCs has all necessary limited liability company power and authority under the LLC Act and under its respective LLC Agreement to execute and deliver, and to perform its obligations under, the Indenture.

6. The execution and delivery by each of the LLCs of the Indenture, and the performance by each of the LLCs of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of such LLC under the LLC Act and under its respective LLC Agreement.

The opinions expressed above are subject to the following additional assumptions, qualifications, limitations and exceptions:

A. We note that notwithstanding any covenants to the contrary contained in the Transaction Documents: (i) the stockholders of any of the Corporations may dissolve such Corporation under Section 275(c) of the General Corporation Law upon the consent of all the stockholders entitled to vote thereon, (ii) a stockholder owning at least 90% of the outstanding shares of each class of stock of any of the Corporations entitled to vote thereon may effect a merger with such Corporation under Section 253 or Section 267 of the General Corporation Law, (iii) the stockholders of each of the Corporations may amend the Bylaws of such Corporation, (iv) the stockholders of certain of the Corporations may agree to a compromise or arrangement between such Corporation and its creditors, and a reorganization of such Corporation as a consequence of such compromise or arrangement, under certain circumstances, to the extent provided in the Certificate of Incorporation of such Corporation and (v) a member or manager of any of the LLCs has the right or power to apply to or petition a court to decree a dissolution of such LLC pursuant to Section 18-802 of the LLC Act.

B. At all times since the formation of each of the LLCs, such LLC (i) has been governed by an oral or written limited liability company agreement, as applicable, and (ii) has not dissolved by operation of law or otherwise.

C. We express no opinion as to (i) purported waivers of any statutory or other rights, court rules and defenses to obligations where such waivers (A) are against public policy, (B) constitute waivers of rights which by law, regulation or judicial decision may not otherwise be waived, or (ii) any condition, limitation or restriction on the right of the Companies to make distributions or payments to the extent any such distributions or payments are required to be made pursuant to the terms of the Certificates of Incorporation or the LLC Agreements, as applicable.

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We understand that you will rely as to matters of Delaware law upon this opinion in connection with the transactions contemplated by the Transaction Documents. In connection with the foregoing, we hereby consent to your relying as to matters of Delaware law upon this opinion, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws, rules and regulations currently in effect. We also consent to Debevoise & Plimpton LLP’s relying as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof. Furthermore, we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-4, relating to the Offer to Exchange $1,100,000,000 Outstanding 5.875% Senior Notes of Tribune Media due 2022 and the related subsidiary guarantees for $1,100,000,000 Registered 5.875% Senior Notes of Tribune Media due 2022 (the “Registration Statement”) and the related subsidiary guarantees, as proposed to be filed by Tribune Media and the other registrants thereunder with the Securities and Exchange Commission on or about the date hereof. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

SXL/JMC

Schedule A

Corporations

CastTV Inc.

FoxCo Acquisition Finance Corporation

Gracenote, Inc.

Local TV Aircraft, Inc.

Local TV Finance Corporation

Tribune Broadcasting Kansas City, Inc.

Tribune Media Company

Tribune Television New Orleans, Inc.

WDAF License, Inc.

WDAF Television, Inc.

Schedule B

LLCs

501 N. Orange Holdco, LLC

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

Baseline Acquisitions LLC

Baseline, LLC

CA-4655 Fruitridge Road, LLC

CA-LATS South, LLC

CA-Los Angeles Times Square, LLC

CA-Olympic Plant, LLC

Chicagoland Television News, LLC

CLASSIFIED VENTURES HOLDCO, LLC

CO-1006 Lookout Mountain Road, LLC

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

CO-DENVER-100 EAST SPEER BOULEVARD, LLC

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

CT-121 Wawarme Avenue, LLC

CT-285 Broad Street, LLC

CT-WTIC, LLC

FL-633 North Orange Avenue, LLC

FL-Deerfield Plant, LLC

FL-Orlando Sentinel, LLC

FoxCo Acquisition Sub, LLC

FoxCo Acquisition, LLC

IA-ALLEMAN POLK COUNTY, LLC

IA-DES MOINES-1801 GRAND AVENUE, LLC

IL-720 Rohlwing Road, LLC

IL-2501 West Bradley Place, LLC

IL-3249 North Kilpatrick, LLC

IL-3722 Ventura Drive, LLC

IL-11201 Franklin Avenue, LLC

IL-16400 South 105th Court, LLC

IL-777 West Chicago Avenue, LLC

IL-HENRY COUNTY-RUSTIC HILL, LLC

IL-MOLINE-3003 PARK 16 STREET, LLC

IL-ORION-2880 NORTH 1100 AVENUE, LLC

IL-Tribune Tower, LLC

IN-2350 Westlane Road, LLC

IN-6910 Network Place, LLC

IN-Trafalgar WTTV, LLC

IN-Windfall WTTV, LLC

KDAF, LLC

KIAH, LLC

KRCW, LLC

KSTU License, LLC

KSTU, LLC

KSWB, LLC

KTLA, LLC

KTVI License, LLC

KTVI, LLC

KTXL, LLC

KWGN, LLC

Local TV, LLC

Local TV Finance, LLC

Local TV Holdings, LLC

Local TV Norfolk Real Estate, LLC

Magic T Music Publishing Company, LLC

Media By Numbers, LLC

MD-601 N. Calvert, LLC

MD-3400 Carlins Park Drive, LLC

MD-North Calvert Street, LLC

MI-3117 Plaza Drive, LLC

MI-Davis Road, LLC

MO-KANSAS CITY-3020 SUMMIT STREET, LLC

MO-ST LOUIS-EMIL AVENUE, LLC

NC-HIGH POINT-2005 FRANCIS STREET, LLC

NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC

Oak Brook Productions, LLC

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC

OR-10255 SW Arctic Drive, LLC

PA-550 East Rock Road, LLC

PA-2005 South Queen Street, LLC

PA-5001 Wynnefield Avenue, LLC

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC

PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

PA-Morning Call, LLC

PA-RANSOM, LLC

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC

Riverwalk Holdco II, LLC

RIVERWALK HOLDCO, LLC

Studio Systems, LLC

TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC

Tower Distribution Company, LLC

Towering T Music Publishing Company, LLC

TREH CM Member 2, LLC

TREH Costa Mesa, LLC

Tribune (FN) Cable Ventures, LLC

Tribune Broadcasting Company II, LLC

Tribune Broadcasting Company, LLC

Tribune Broadcasting Denver License, LLC

Tribune Broadcasting Denver, LLC

Tribune Broadcasting Fort Smith License, LLC

Tribune Broadcasting Fort Smith, LLC

Tribune Broadcasting Hartford, LLC

Tribune Broadcasting Indianapolis, LLC

Tribune Broadcasting Norfolk, LLC

Tribune Broadcasting Oklahoma City License, LLC

Tribune Broadcasting Oklahoma City, LLC

Tribune Broadcasting Seattle, LLC

TRIBUNE DIGITAL VENTURES, LLC

Tribune Entertainment Company, LLC

Tribune Management Holdings, LLC

Tribune Media Services, LLC

Tribune National Marketing Company, LLC

TRIBUNE REAL ESTATE HOLDINGS II, LLC

Tribune Real Estate Holdings, LLC

TX-7700 Westpark Drive, LLC

TX-8001 John Carpenter Freeway, LLC

UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

VA-216 Ironbound Road, LLC

VA-NORFOLK-720 BOUSH STREET, LLC

VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

VA-RICHMOND, LLC

VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

WA-1813 Westlake Avenue, LLC

WDCW, LLC

WGHP License, LLC

WGHP, LLC

WGN Continental Broadcasting Company, LLC

WHNT License, LLC

WHNT, LLC

WHO License, LLC

WHO Television, LLC

WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC

WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

WITI License, LLC

WITI Television, LLC

WJW License, LLC

WJW Television, LLC

WNEP, LLC

WPHL, LLC

WPIX, LLC

WPMT, LLC

WQAD License, LLC

WQAD, LLC

WREG License, LLC

WREG, LLC

WSFL, LLC

WTVR License, LLC

WTVR, LLC

WXMI, LLC

Schedule C

Certificates of Incorporation

1. The Certificate of Incorporation of Tribune Media, dated March 17, 1968, as filed in the office of the Secretary of State on March 19, 1968, as modified by the Plan and Agreement of Merger, dated April 10, 1968, as filed in the office of the Secretary of State on June 25, 1968, as restated by the Restated Certificate of Incorporation, dated April 9, 1974, as filed in the office of the Secretary of State on April 9, 1974, as modified by the Certificate of Designation, Preferences and Rights of Series A Common Stock, dated April 11, 1974, as filed in the office of the Secretary of State on April 11, 1974, as amended by the Certificate of Amendment, dated April 8, 1976, as filed in the office of the Secretary of State on April 12, 1976, as further amended by the Certificate of Amendment, dated April 8, 1977, as filed in the office of the Secretary of State on April 22, 1977, as restated by the Restated Certificate of Incorporation, dated April 7, 1983, as filed in the office of the Secretary of State on April 7, 1983, as further amended by the Certificate of Amendment, dated May 2, 1985, as filed in the office of the Secretary of State on May 2, 1985, as further amended by the Certificate of Amendment of Restated Certificate of Incorporation, dated April 21, 1987, as filed in the office of the Secretary of State on April 21, 1987, as restated by the Restated Certificate of Incorporation, dated April 21, 1987, as filed in the office of the Secretary of State on April 21, 1987, as modified by the Certificate of Designations of Series A Junior Participating Preferred Stock, dated December 22, 1987, as filed in the office of the Secretary of State on December 31, 1987, as further modified by the Certificate of Designations of Series B Convertible Preferred Stock, dated April 4, 1989, as filed in the office of the Secretary of State on April 4, 1989, as further modified by the Agreement and Plan of Merger, dated as of June 30, 1993, as filed in the office of the Secretary of State on July 28, 1993, as modified by the Amended Certificate of Designation of Series A Junior Participating Preferred Stock, dated January 21, 1998, as filed in the office of the Secretary of State on January 22, 1998, as further modified by the Certificate of Ownership and Merger, dated as of April 17, 1998, as filed in the office of the Secretary of State on April 27, 1998, as further modified by the Certificate of Merger, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as amended and restated by the Amended and Restated Certificate of Incorporation, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as modified by the Amended Certificate of Designation of Series A Junior Participating Preferred Stock, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as modified by the Certificate of Designation of the Preferred Stock, Series C, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as further modified by the Certificate of Designation of the Preferred Stock, Series D-1, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as further modified by the Certificate of Designation of the Preferred Stock, Series D-2, dated June 12, 2000, as filed in the office of the Secretary of State on June 12, 2000, as further modified by the Certificate of Ownership and Merger, dated as of December 21, 2000, as filed in the office of the Secretary of State on December 26, 2000, as further modified by the Certificate of Ownership and Merger, dated as of December 15, 2000, as filed in the office of the Secretary of State on December 28, 2000, as further modified by the Certificate of Amendment to Certificate of Designation of the Preferred Stock, Series C, dated February 13, 2001, as filed in the office of the Secretary of State on February 15, 2001, as further modified by the Certificate of Amendment to Certificate of Designation of the Preferred Stock, Series D-1, dated February 13, 2001,

as filed in the office of the Secretary of State on February 15, 2001, as further modified by the Certificate of Amendment to Certificate of Designation of the Preferred Stock, Series D-2, dated February 13, 2001, as filed in the office of the Secretary of State on February 15, 2001, as modified by the Certificate of Change of Location of Registered Office and of Registered Agent, dated as of March 7, 2001, as filed in the office of the Secretary of State on March 21, 2001, as corrected by the Certificate of Correction to the Amended and Restated Certificate of Incorporation, dated October 24, 2001, as filed in the office of the Secretary of State on October 24, 2001, as further modified by the Certificate of Elimination of the Series C Preferred Stock, dated November 16, 2006, as filed in the office of the Secretary of State on November 16, 2006, as further modified by the Certificate of Elimination of the Series D-2 Preferred Stock, dated November 16, 2006, as filed in the office of the Secretary of State on November 16, 2006, as further modified by the Certificate of Ownership and Merger, dated as of December 7, 2007, as filed in the office of the Secretary of State on December 7, 2007, as further modified by the Certificates of Ownership and Merger, dated as of December 12, 2007, as filed in the office of the Secretary of State on December 12, 2007, as further modified by the Certificates of Ownership and Merger, dated as of December 18, 2007, as filed in the office of the Secretary of State on December 18, 2007, as further modified by the Certificate of Merger, dated December 20, 2007, as filed in the office of the Secretary of State on December 20, 2007, as amended and restated by the Amended and Restated Certificate of Incorporation, dated December 27, 2012, as filed in the office of the Secretary of State on December 27, 2012, as corrected by the Certificate of Correction to the Amended and Restated Certificate of Incorporation, dated December 20, 2013, as filed in the office of the Secretary of State on December 20, 2013, as amended and restated by the Second Amended and Restated Certificate of Incorporation of Tribune Media, dated July 14, 2014, as filed in the office of the Secretary of State on July 16, 2014, and as amended by the Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Tribune Media, dated June 25, 2015, as filed in the office of the Secretary of State on June 25, 2015.

2. The Certificate of Incorporation of CastTV Inc., a Delaware corporation, dated February 26, 2007, as filed in the office of the Secretary of State on February 26, 2007, as amended by the Certificate of Amendment, dated April 12, 2007, as filed in the office of the Secretary of State on April 12, 2007, as modified by the Certificate of Change of Registered Agent and/or Registered Office, dated April 4, 2011, as filed in the office of the Secretary of State on April 6, 2011, as amended and restated by the Amended and Restated Certificate of Incorporation, dated November 20, 2012, as filed in the office of the Secretary of State on November 20, 2012, and as corrected by the Certificate of Correction to the Amended and Restated Certificate of Incorporation, dated December 20, 2013, as filed in the office of the Secretary of State on December 20, 2013.

3. The Certificate of Incorporation of FoxCo Acquisition Finance Corporation, a Delaware corporation, dated May 21, 2008, as filed in the office of the Secretary of State on May 21, 2008.

4. The Certificate of Incorporation of Gracenote, Inc., a Delaware corporation (“Gracenote”), dated October 25, 1999, as filed in the office of the Secretary of State on October 25, 1999, as modified by the Certificate of Merger of CDDB, Inc., an Indiana corporation, Into Gracenote, dated October 25, 1999, as filed in the office of the Secretary of

State on October 25, 1999, as amended by the Certificate of Amendment of the Certificate of Incorporation of Gracenote, dated December 30, 1999, as filed in the office of the Secretary of State on December 30, 1999, as modified by the Certificate of Merger of Foreign Corporation into Gracenote, dated December 31, 1999, as filed in the office of the Secretary of State on December 31, 1999, as amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated November 16, 2001, as filed in the office of the Secretary of State on November 16, 2001, as further amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated June 25, 2002, as filed in the office of the Secretary of State on June 25, 2002, as amended by the Amendment No. 1 to the Amended and Restated Certificate of Incorporation of Gracenote, dated August 23, 2002, as filed in the office of the Secretary of State on August 23, 2002, as further amended by the Amendment No. 2 to the Amended and Restated Certificate of Incorporation of Gracenote, dated October 14, 2003, as filed in the office of the Secretary of State on October 14, 2003, as further amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated October 14, 2003, as filed in the office of the Secretary of State on October 14, 2003, as further amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated February 19, 2004, as filed in the office of the Secretary of State on February 19, 2004, as further amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated December 28, 2004, as filed in the office of the Secretary of State on December 29, 2004, as further amended and restated by the Amended and Restated Certificate of Incorporation of Gracenote, dated June 30, 2005, as filed in the office of the Secretary of State on June 30, 2005, as amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gracenote, dated February 27, 2007, as filed in the office of the Secretary of State on March 8, 2007, as further amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation of Gracenote, dated April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as modified by the Certificate of Merger of Gracenote, dated June 2, 2008, as filed in the office of the Secretary of State on June 2, 2008, as further modified by the Certificate of Change of Registered Agent and/or Registered Office, dated July 18, 2008, as filed in the office of the Secretary of State on July 21, 2008, as further modified by the Certificate of Change of Registered Agent and/or Registered Office, dated January 28, 2009, as filed in the office of the Secretary of State on January 30, 2009.

5. The Certificate of Incorporation of Local TV Aircraft, Inc., a Delaware corporation, dated June 4, 2010, as filed in the office of the Secretary of State on June 4, 2010.

6. The Certificate of Incorporation of Local TV Finance Corporation, a Delaware corporation, dated April 11, 2007, as filed in the office of the Secretary of State on April 13, 2007.

7. The Certificate of Incorporation of Tribune Broadcasting Kansas City, Inc., dated May 27, 1994, as filed in the office of the Secretary of State on May 27, 1994, as amended by the Certificate of Amendment, dated February 7, 2014, 2014, as filed in the office of the Secretary of State on February 7, 2014.

8. The Certificate of Incorporation of Tribune Television New Orleans, Inc., a Delaware corporation (“Tribune New Orleans”), dated as of May 7, 1982, as filed in the office of the Secretary of State on May 7, 1982, as amended by the Certificate of Amendment, dated as

of June 17, 1982, as filed in the office of the Secretary of State on July 6, 1982, as further amended by the Certificate of Amendment, dated as of April 6, 1983, as filed in the office of the Secretary of State on April 7, 1983, as modified by the Certificate of Ownership and Merger, dated as of October 31, 2000, as filed in the office of the Secretary of State on December 26, 2000, as further modified by the Certificate of Merger, dated as of October 31, 2000, as filed in the office of the Secretary of State on December 26, 2000, as further amended by the Certificate of Amendment, dated as of December 31, 2000, as filed in the office of the Secretary of State on January 2, 2001, as further modified by the Certificate of Change of Location of Registered Office and of Registered Agent, dated as of March 7, 2001, as filed in the office of the Secretary of State on March 21, 2001, as amended and restated by the Amended and Restated Certificate of Incorporation of Tribune New Orleans, dated as of November 20, 2012, as filed in the office of the Secretary of State on November 20, 2012, and as corrected by the Certificate of Correction to the Amended and Restated Certificate of Incorporation of Tribune New Orleans, dated December 20, 2013, as filed in the office of the Secretary of State on December 20, 2013.

9. The Certificate of Incorporation of WDAF License, Inc., a Delaware corporation, dated May 27, 1994, as filed in the office of the Secretary of State on May 27, 1994.

10. The Certificate of Incorporation of WDAF Television, Inc., a Delaware corporation, dated March 23, 1995, as filed in the office of the Secretary of State on March 23, 1995, as amended by the Certificate of Amendment of Certificate of Incorporation, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

Schedule E

LLC Certificates

1. The Certificate of Formation of 501 N. Orange Holdco, LLC, a Delaware limited liability company (“Orange Holdco”), dated as of August 26, 2015, as filed in the office of the Secretary of State on August 27, 2015, as amended by the Certificate of Amendment of Orange Holdco, dated September 2, 2015, as filed in the office of the Secretary of State on September 3, 2015.

2. The Certificate of Formation of AL-HUNTSVILLE-200 HOLMES AVENUE, LLC, a Delaware limited liability company (“Huntsville”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

3. The Certificate of Formation of AR-FORT SMITH-318 NORTH 13TH STREET, LLC, a Delaware limited liability company (“Forth Smith”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

4. The Certificate of Formation of AR-VAN BUREN-179 GLADEWOOD ROAD, LLC, a Delaware limited liability company (“Van Buren”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

5. The Certificate of Formation of Baseline Acquisitions LLC, a Delaware limited liability company (“Baseline Acquisitions”), dated October 7, 2011, as filed in the office of the Secretary of State on October 7, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Baseline Acquisitions, as filed in the office of the Secretary of State on December 8, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Baseline Acquisitions, as filed in the office of the Secretary of State on November 18, 2014.

6. The Certificate of Formation of Baseline, LLC, a Delaware limited liability company (“Baseline”), dated October 7, 2011, as filed in the office of the Secretary of State on October 7, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Baseline, as filed in the office of the Secretary of State on December 8, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Baseline, as filed in the office of the Secretary of State on November 18, 2014.

7. The Certificate of Formation of CA-4655 Fruitridge Road, LLC, a Delaware limited liability company (“Fruitridge Road”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

8. The Certificate of Formation of CA-LATS South, LLC, a Delaware limited liability company (“LATS South”), dated as of August 12, 2015, as filed in the office of the Secretary of State on August 12, 2015.

9. The Certificate of Formation of CA-Los Angeles Times Square, LLC, a Delaware limited liability company (“Los Angeles Times Square”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

10. The Certificate of Formation of CA-Olympic Plant, LLC, a Delaware limited liability company (“Olympic Plant”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

11. The Certificate of Formation of Chicagoland Television News, LLC, a Delaware limited liability company (“Chicagoland Television”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

12. The Certificate of Formation of CLASSIFIED VENTURES HOLDCO, LLC, a Delaware limited liability company (“Classified Ventures”), dated September 21, 2012, as filed in the office of the Secretary of State on September 21, 2012.

13. The Certificate of Formation of CO-1006 Lookout Mountain Road, LLC, a Delaware limited liability company (“Lookout Mountain Road”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

14. The Certificate of Formation of CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC, a Delaware limited liability company (“Clear Creek”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

15. The Certificate of Formation of CO-DENVER-100 EAST SPEER BOULEVARD, LLC, a Delaware limited liability company (“East Speer”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

16. The Certificate of Formation of CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC, a Delaware limited liability company (“Cedar Lake”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

17. The Certificate of Formation of CT-121 Wawarme Avenue, LLC, a Delaware limited liability company (“Wawarme Avenue”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

18. The Certificate of Formation of CT-285 Broad Street, LLC, a Delaware limited liability company (“Broad Street”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

19. The Certificate of Formation of CT-WTIC, LLC, a Delaware limited liability company (“WTIC”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

20. The Certificate of Formation of FL-633 North Orange Avenue, LLC, a Delaware limited liability company (“North Orange Avenue”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

21. The Certificate of Formation of FL-Deerfield Plant, LLC, a Delaware limited liability company (“Deerfield Plant”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

22. The Certificate of Formation of FL-Orlando Sentinel, LLC, a Delaware limited liability company (“Orlando Sentinel”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

23. The Certificate of Formation of FoxCo Acquisition Sub, LLC, a Delaware limited liability company (“FoxCo Sub”), dated as of December 17, 2007, as filed in the office of the Secretary of State on December 17, 2007.

24. The Certificate of Formation of FoxCo Acquisition, LLC, a Delaware limited liability company (“FoxCo Acquisition”), dated as of December 13, 2007, as filed in the office of the Secretary of State on December 13, 2007.

25. The Certificate of Formation of IA-ALLEMAN POLK COUNTY, LLC, a Delaware limited liability company (“Alleman”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

26. The Certificate of Formation of IA-DES MOINES-1801 GRAND AVENUE, LLC, a Delaware limited liability company (“Grand Avenue”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

27. The Certificate of Formation of IL-720 Rohlwing Road, LLC, a Delaware limited liability company (“Rohlwing Road”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

28. The Certificate of Formation of IL-2501 West Bradley Place, LLC, a Delaware limited liability company (“West Bradley Place”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

29. The Certificate of Formation of IL-3249 North Kilpatrick, LLC, a Delaware limited liability company (“North Kilpatrick”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

30. The Certificate of Formation of IL-3722 Ventura Drive, LLC, a Delaware limited liability company (“Ventura Drive”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

31. The Certificate of Formation of IL-11201 Franklin Avenue, LLC, a Delaware limited liability company (“Franklin Avenue”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

32. The Certificate of Formation of IL-16400 South 105th Court, LLC, a Delaware limited liability company (“South 105th Court”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

33. The Certificate of Formation of IL-777 West Chicago Avenue, LLC, a Delaware limited liability company (“Chicago Avenue”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012, as amended by the Certificate of Amendment of Certificate of Formation of Chicago Avenue, dated January 14, 2016, as filed in the office of the Secretary of State on January 14, 2016.

34. The Certificate of Formation of IL-HENRY COUNTY-RUSTIC HILL, LLC, a Delaware limited liability company (“Henry County”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

35. The Certificate of Formation of IL-MOLINE-3003 PARK 16 STREET, LLC, a Delaware limited liability company (“Moline”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

36. The Certificate of Formation of IL-ORION-2880 NORTH 1100 AVENUE, LLC, a Delaware limited liability company (“Orion”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

37. The Certificate of Formation of IL-Tribune Tower, LLC, a Delaware limited liability company (“Tribune Tower”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

38. The Certificate of Formation of IN-2350 Westlane Road, LLC, a Delaware limited liability company (“Westlane Road”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

39. The Certificate of Formation of IN-6910 Network Place, LLC, a Delaware limited liability company (“Network Place”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

40. The Certificate of Formation of IN-Trafalgar WTTV, LLC, a Delaware limited liability company (“Trafalgar WTTV”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

41. The Certificate of Formation of IN-Windfall WTTV, LLC, a Delaware limited liability company (“Windfall WTTV”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

42. The Certificate of Formation of KDAF, LLC, a Delaware limited liability company (“KDAF”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

43. The Certificate of Formation of KIAH, LLC, a Delaware limited liability company (“KIAH”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

44. The Certificate of Formation of KRCW, LLC, a Delaware limited liability company (“KRCW”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

45. The Certificate of Formation of KSTU License, LLC, a Delaware limited liability company (“KSTU License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

46. The Certificate of Formation of KSTU, LLC, a Delaware limited liability company (“KSTU”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

47. The Certificate of Formation of KSWB, LLC, a Delaware limited liability company (“KSWB”), dated September 21, 2012, as filed in the office of the Secretary of State on September 21, 2012, as modified by the Certificate of Merger, dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

48. The Certificate of Formation of KTLA, LLC, a Delaware limited liability company (“KTLA”), dated September 21, 2012, as filed in the office of the Secretary of State on September 21, 2012, as modified by the Certificate of Merger, dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

49. The Certificate of Formation of KTVI License, LLC, a Delaware limited liability company (“KTVI License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

50. The Certificate of Formation of KTVI, LLC, a Delaware limited liability company (“KTVI”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

51. The Certificate of Formation of KTXL, LLC, a Delaware limited liability company (“KTXL”), dated September 21, 2012, as filed in the office of the Secretary of State on September 21, 2012, as modified by the Certificate of Merger, dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

52. The Certificate of Formation of KWGN, LLC, a Delaware limited liability company (“KWGN”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

53. The Certificate of Formation of Local TV, LLC, a Delaware limited liability company (“Local TV”), dated as of December 11, 2006, as filed in the office of the Secretary of State on December 11, 2006.

54. The Certificate of Formation of Local TV Finance, LLC, a Delaware limited liability company (“TV Finance”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007.

55. The Certificate of Formation of Local TV Holdings, LLC, a Delaware limited liability company (“TV Holdings”), dated May 21, 2008, as filed in the office of the Secretary of State on May 21, 2008.

56. The Certificate of Formation of Local TV Norfolk Real Estate, LLC, a Delaware limited liability company (“Norfolk Real Estate”), dated as of July 26, 2010, as filed in the office of the Secretary of State on July 27, 2010.

57. The Certificate of Formation of Magic T Music Publishing Company, LLC, a Delaware limited liability company (“Magic T”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

58. The Certificate of Formation of MD-601 N. Calvert, LLC, a Delaware limited liability company (“601 N. Calvert”), dated as of August 26, 2015, as filed in the office of the Secretary of State on August 27, 2015.

59. The Certificate of Formation of MD-3400 Carlins Park Drive, LLC, a Delaware limited liability company (“Carlins Park Drive”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

60. The Certificate of Formation of MD-North Calvert Street, LLC, a Delaware limited liability company (“North Calvert Street”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

61. The Certificate of Formation of MEDIA BY NUMBERS, LLC, a Delaware limited liability company (“Media by Numbers”), dated October 2, 2008, as filed in the office of the Secretary of State on October 2, 2008, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Media by Numbers, as filed in the office of the Secretary of State on November 18, 2014.

62. The Certificate of Formation of MI-3117 Plaza Drive, LLC, a Delaware limited liability company (“Plaza Drive”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

63. The Certificate of Formation of MI-Davis Road, LLC, a Delaware limited liability company (“Davis Road”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

64. The Certificate of Formation of MO-KANSAS CITY-3020 SUMMIT STREET, LLC, a Delaware limited liability company (“Kansas City”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

65. The Certificate of Formation of MO-ST LOUIS-EMIL AVENUE, LLC, a Delaware limited liability company (“St. Louis”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

66. The Certificate of Formation of NC-HIGH POINT-2005 FRANCIS STREET, LLC, a Delaware limited liability company (“High Point”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

67. The Certificate of Formation of NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC, a Delaware limited liability company (“Sofia”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

68. The Certificate of Formation of Oak Brook Productions, LLC, a Delaware limited liability company (“Oak Brook”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

69. The Certificate of Formation of OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC, a Delaware limited liability company (“Cleveland”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

70. The Certificate of Formation of OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC, a Delaware limited liability company (“Parma”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

71. The Certificate of Formation of OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC, a Delaware limited liability company (“Britton Road”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

72. The Certificate of Formation of OR-10255 SW Arctic Drive, LLC, a Delaware limited liability company (“Arctic Drive”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

73. The Certificate of Formation of PA-550 East Rock Road, LLC, a Delaware limited liability company (“East Rock”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

74. The Certificate of Formation of PA-2005 South Queen Street, LLC, a Delaware limited liability company (“South Queen”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

75. The Certificate of Formation of PA-5001 Wynnefield Avenue, LLC, a Delaware limited liability company (“Wynnefield”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

76. The Certificate of Formation of PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC, a Delaware limited liability company (“Luzerne”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

77. The Certificate of Formation of PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC, a Delaware limited liability company (“Moosic”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

78. The Certificate of Formation of PA-Morning Call, LLC, a Delaware limited liability company (“Morning Call”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

79. The Certificate of Formation of PA-RANSOM, LLC, a Delaware limited liability company (“Ransom”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

80. The Certificate of Formation of PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC, a Delaware limited liability company (“South Abington”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

81. The Certificate of Formation of Riverwalk Holdco II, LLC, a Delaware limited liability company (“Riverwalk II”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

82. The Certificate of Formation of RIVERWALK HOLDCO, LLC, a Delaware limited liability company (“Riverwalk”), dated September 21, 2012, as filed in the office of the Secretary of State on September 21, 2012.

83. The Certificate of Formation of Studio Systems, LLC, a Delaware limited liability company (“Studio Systems”), dated October 7, 2011, as filed in the office of the Secretary of State on October 7, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Studio Systems, as filed in the office of the Secretary of State on December 8, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Studio Systems, as filed in the office of the Secretary of State on November 18, 2014.

84. The Certificate of Formation of TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC, a Delaware limited liability company (“Memphis”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

85. The Certificate of Formation of Tower Distribution Company, LLC, a Delaware limited liability company (“Tower Distribution”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

86. The Certificate of Formation of Towering T Music Publishing Company, LLC, a Delaware limited liability company (“Towering T Music”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

87. The Certificate of Formation of TREH CM Member 2, LLC, a Delaware limited liability company (“CM Member 2”), dated as of September 16, 2015, as filed in the office of the Secretary of State on September 16, 2015.

88. The Certificate of Formation of TREH Costa Mesa, LLC, a Delaware limited liability company (“Costa Mesa”), dated as of August 26, 2015, as filed in the office of the Secretary of State on August 26, 2015.

89. The Certificate of Formation of Tribune (FN) Cable Ventures, LLC, a Delaware limited liability company (“Tribune (FN)”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

90. The Certificate of Formation of Tribune Broadcasting Company II, LLC, a Delaware limited liability company (“Tribune Broadcasting Company II”), dated June 27, 2013, as filed in the office of the Secretary of State on June 27, 2013.

91. The Certificate of Formation of Tribune Broadcasting Company, LLC, a Delaware limited liability company (“Tribune Broadcasting”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012, as modified by the Certificate of Merger, dated as of December 11, 2012, as filed in the office of the Secretary of State on December 11, 2012.

92. The Certificate of Formation of Tribune Broadcasting Denver License, LLC, a Delaware limited liability company (“Tribune Denver License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

93. The Certificate of Formation of Tribune Broadcasting Denver, LLC, a Delaware limited liability company (“Tribune Denver”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

94. The Certificate of Formation of Tribune Broadcasting Fort Smith License, LLC, a Delaware limited liability company (“Tribune Fort Smith License”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

95. The Certificate of Formation of Tribune Broadcasting Fort Smith, LLC, a Delaware limited liability company (“Tribune Fort Smith”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

96. The Certificate of Formation of Tribune Broadcasting Hartford, LLC, a Delaware limited liability company (“Tribune Hartford”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

97. The Certificate of Formation of Tribune Broadcasting Indianapolis, LLC, a Delaware limited liability company (“Tribune Indianapolis”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

98. The Certificate of Formation of Tribune Broadcasting Norfolk, LLC, a Delaware limited liability company (“Tribune Norfolk”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

99. The Certificate of Formation of Tribune Broadcasting Oklahoma City License, LLC (“Tribune Oklahoma City License”), a Delaware limited liability company, dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

100. The Certificate of Formation of Tribune Broadcasting Oklahoma City, LLC, a Delaware limited liability company (“Tribune Oklahoma City”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

101. The Certificate of Formation of Tribune Broadcasting Seattle, LLC, a Delaware limited liability company (“Tribune Seattle”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

102. The Certificate of Formation of TRIBUNE DIGITAL VENTURES, LLC, a Delaware limited liability company (“Digital Ventures”), dated September 17, 2013, as filed in the office of the Secretary of State on September 17, 2013.

103. The Certificate of Formation of Tribune Entertainment Company, LLC, a Delaware limited liability company (“Tribune Entertainment”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

104. The Certificate of Formation of Tribune Management Holdings, LLC, a Delaware limited liability company (“Tribune Management”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012, as modified by the Certificate of Merger, dated as of November 20, 2012, as filed in the office of the Secretary of State on November 20, 2012, as further modified by the Certificate of Merger, dated as of November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012, and as amended by the Certificate of Amendment of Certificate of Formation of Tribune Management, dated October 8, 2015, as filed in the office of the Secretary of State on October 8, 2015.

105. The Certificate of Formation of Tribune Media Services, LLC, a Delaware limited liability company (“Tribune Media”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

106. The Certificate of Formation of Tribune National Marketing Company, LLC, a Delaware limited liability company (“Tribune Marketing”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

107. The Certificate of Formation of TRIBUNE REAL ESTATE HOLDINGS II, LLC, a Delaware limited liability company (“Real Estate Holdings II”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

108. The Certificate of Formation of Tribune Real Estate Holdings, LLC, a Delaware limited liability company (“Real Estate Holdings”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

109. The Certificate of Formation of TX-7700 Westpark Drive, LLC, a Delaware limited liability company (“Westpark Drive”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

110. The Certificate of Formation of TX-8001 John Carpenter Freeway, LLC, a Delaware limited liability company (“Carpenter Freeway”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

111. The Certificate of Formation of UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC, a Delaware limited liability company (“Salt Lake City”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

112. The Certificate of Formation of VA-216 Ironbound Road, LLC, a Delaware limited liability company (“Ironbound”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

113. The Certificate of Formation of VA-NORFOLK-720 BOUSH STREET, LLC, a Delaware limited liability company (“Boush”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

114. The Certificate of Formation of VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC, a Delaware limited liability company (“Portsmouth”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

115. The Certificate of Formation of VA-RICHMOND, LLC, a Delaware limited liability company (“Richmond”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

116. The Certificate of Formation of VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC, a Delaware limited liability company (“Suffolk”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

117. The Certificate of Formation of WA-1813 Westlake Avenue, LLC, a Delaware limited liability company (“Westlake Avenue”), dated December 3, 2012, as filed in the office of the Secretary of State on December 3, 2012.

118. The Certificate of Formation of WDCW, LLC, a Delaware limited liability company (“WDCW”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

119. The Certificate of Formation of WGHP License, LLC, a Delaware limited liability company (“WGHP License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

120. The Certificate of Formation of WGHP, LLC, a Delaware limited liability company, dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

121. The Certificate of Formation of WGN Continental Broadcasting Company, LLC, a Delaware limited liability company (“WGN”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

122. The Certificate of Formation of WHNT License, LLC, a Delaware limited liability company (“WHNT License”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

123. The Certificate of Formation of WHNT, LLC, a Delaware limited liability company (“WHNT”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

124. The Certificate of Formation of WHO License, LLC, a Delaware limited liability company (“WHO License”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

125. The Certificate of Formation of WHO Television, LLC, a Delaware limited liability company (“WHO”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

126. The Certificate of Formation of WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC, a Delaware limited liability company (“Brown Deer”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

127. The Certificate of Formation of WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC, a Delaware limited liability company (“Milwaukee”), dated October 22, 2013, as filed in the office of the Secretary of State on October 22, 2013.

128. The Certificate of Formation of WITI License, LLC, a Delaware limited liability company (“WITI License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

129. The Certificate of Formation of WITI Television, LLC, a Delaware limited liability company (“WITI”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

130. The Certificate of Formation of WJW License, LLC, a Delaware limited liability company (“WJW License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

131. The Certificate of Formation of WJW Television, LLC, a Delaware limited liability company (“WJW”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

132. The Certificate of Formation of WNEP, LLC, a Delaware limited liability company (“WNEP”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

133. The Certificate of Formation of WPHL, LLC, a Delaware limited liability company (“WPHL”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

134. The Certificate of Formation of WPIX, LLC, a Delaware limited liability company (“WPIX”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

135. The Certificate of Formation of WPMT, LLC, a Delaware limited liability company (“WPMT”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

136. The Certificate of Formation of WQAD License, LLC, a Delaware limited liability company (“WQAD License”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

137. The Certificate of Formation of WQAD, LLC, a Delaware limited liability company (“WQAD”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

138. The Certificate of Formation of WREG License, LLC, a Delaware limited liability company (“WREG License”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

139. The Certificate of Formation of WREG, LLC, a Delaware limited liability company (“WREG”), dated as of March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

140. The Certificate of Formation of WSFL, LLC, a Delaware limited liability company (“WSFL”), dated November 21, 2012, as filed in the office of the Secretary of State on November 21, 2012.

141. The Certificate of Formation of WTVR License, LLC, a Delaware limited liability company (“WTVR License”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, and as amended by the Certificate of Amendment, dated as of April 28, 2009, as filed in the office of the Secretary of State on April 29, 2009, and as further amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

142. The Certificate of Formation of WTVR, LLC, a Delaware limited liability company (“WTVR”), dated as of April 21, 2008, as filed in the office of the Secretary of State on April 21, 2008, and as amended by the Certificate of Amendment, dated as of April 28, 2009, as filed in the office of the Secretary of State on April 29, 2009, and as further amended by the Certificate of Amendment, dated February 7, 2014, as filed in the office of the Secretary of State on February 7, 2014.

143. The Certificate of Formation of WXMI, LLC, a Delaware limited liability company (“WXMI”), dated July 3, 2012, as filed in the office of the Secretary of State on July 3, 2012.

Schedule F

LLC Agreements

1. The Limited Liability Company Agreement of Orange Holdco, dated as of September 16, 2015, made by Real Estate Holdings, as sole member.

2. The Limited Liability Company Agreement of Huntsville, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

3. The Limited Liability Company Agreement of Fort Smith, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

4. The Limited Liability Company Agreement of Van Buren, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

5. The Operating Agreement of Baseline Acquisitions, dated as of October 7, 2011, made by The New York Times Company, a New York corporation, as sole member, as restated by the Restated Limited Liability Company Operating Agreement of Baseline Acquisitions, dated as of October 8, 2011, made by Project Hollywood LLC, a Delaware limited liability company, as sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Agreement of Baseline Acquisitions, dated as of August 29, 2014, made by Tribune Media Services, LLC, a Delaware limited liability company, as sole member.

6. The Operating Agreement of Baseline, dated as of October 7, 2011, made by Baseline Acquisitions, as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Baseline, dated as of August 29, 2014, made by Baseline Acquisitions, as sole member.

7. The Limited Liability Company Agreement of Fruitridge Road, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

8. The Limited Liability Company Agreement of LATS South, dated as of August 13, 2015, made by Real Estate Holdings, as sole member.

9. The Limited Liability Company Agreement of Los Angeles Times Square, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

10. The Limited Liability Company Agreement of Olympic Plant, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

11. The Limited Liability Company Agreement of Chicagoland Television, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

12. The Limited Liability Company Agreement of Classified Ventures, dated as of December 30, 2012, made by Tribune Marketing, as sole member.

13. The Limited Liability Company Agreement of Lookout Mountain Road, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

14. The Limited Liability Company Agreement of Clear Creek, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

15. The Limited Liability Company Agreement of East Speer, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

16. The Limited Liability Company Agreement of Cedar Lake, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

17. The Limited Liability Company Agreement of Wawarme Avenue, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

18. The Limited Liability Company Agreement of Broad Street, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

19. The Limited Liability Company Agreement of WTIC, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

20. The Limited Liability Company Agreement of North Orange Avenue, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

21. The Limited Liability Company Agreement of Deerfield Plant, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

22. The Limited Liability Company Agreement of Orlando Sentinel, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

23. The Limited Liability Company Agreement of FoxCo Sub, dated as of December 17, 2007, made by FoxCo Acquisition, as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of FoxCo Sub, dated as of June 30, 2008, made by FoxCo Acquisition, as sole member.

24. The Limited Liability Company Agreement of FoxCo Acquisition, dated as of December 13, 2007, made by Oak Hill Capital Partners III, L.P. (“Oak Hill III”), as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of FoxCo Acquisition, dated as of June 30, 2008, made by Oak Hill III, as sole member, as modified by the Contribution Agreement, dated as of July 14, 2008, between Oak Hill III and OHCP III LTV A, LLC, a Delaware limited liability company (“LTV A”), and as further modified by the Contribution Agreement, dated as of July 14, 2008, between LTV A and TV Holdings.

25. The Limited Liability Company Agreement of Alleman, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

26. The Limited Liability Company Agreement of Grand Avenue, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

27. The Limited Liability Company Agreement of Rohlwing Road, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

28. The Limited Liability Company Agreement of West Bradley Place, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

29. The Limited Liability Company Agreement of North Kilpatrick, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

30. The Limited Liability Company Agreement of Ventura Drive, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

31. The Limited Liability Company Agreement of Franklin Avenue, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

32. The Limited Liability Company Agreement of South 105th Court, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

33. The Limited Liability Company Agreement of Chicago Avenue, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

34. The Limited Liability Company Agreement of Henry County, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

35. The Limited Liability Company Agreement of Moline, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

36. The Limited Liability Company Agreement of Orion, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

37. The Limited Liability Company Agreement of Tribune Tower, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

38. The Limited Liability Company Agreement of Westlane Road, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

39. The Limited Liability Company Agreement of Network Place, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

40. The Limited Liability Company Agreement of Trafalgar WTTV, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

41. The Limited Liability Company Agreement of Windfall WTTV, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

42. The Limited Liability Company Agreement of KDAF, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

43. The Limited Liability Company Agreement of KIAH, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

44. The Limited Liability Company Agreement of KRCW, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

45. The Limited Liability Company Agreement of KSTU License (formerly known as Community Television of Utah License, LLC), dated as of April 21, 2008, made by KSTU License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of KSTU License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

46. The Limited Liability Company Agreement of KSTU (formerly known as Community Television of Utah, LLC), dated as of April 21, 2008, made by KSTU and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of KSTU, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

47. The Limited Liability Company Agreement of KSWB, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

48. The Limited Liability Company Agreement of KTLA, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

49. The Limited Liability Company Agreement of KTVI License (formerly known as Community Television of Missouri License, LLC), dated as of April 21, 2008, made by KTVI License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of KTVI License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

50. The Limited Liability Company Agreement of KTVI (formerly known as Community Television of Missouri, LLC), dated as of April 21, 2008, made by KTVI and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of KTVI, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

51. The Limited Liability Company Agreement of KTXL, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

52. The Limited Liability Company Agreement of KWGN, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

53. The Limited Liability Company Agreement of Local TV, dated as of December 12, 2006, made by Oak Hill Capital Partners II, L.P. (“Oak Hill II”), as sole member, as amended and restated by the Amended and Restated Operating Agreement of Local TV, dated as of May 2, 2007, made by Oak Hill II, as manager, Oak Hill Capital Management Partners II, L.P. (“Oak Hill Management II”), Local TV B-Corp A, Inc. (“TV B-Corp A”) and Local TV B-Corp B,

Inc. (“TV B-Corp B”), as members, as modified by the Contribution Agreement, dated as of July 10, 2008, among TV Holdings, Local TV, Oak Hill II, Oak Hill Management II, TV B-Corp A, TV B-Corp B, Robert Lawrence, Pamela C. Taylor, Theodore W. Kuhlman and Benjamin L. Homel, and as further amended and restated by the Second Amended and Restated Limited Liability Company Agreement, dated as of July 10, 2008, made by TV Holdings, as sole member.

54. The Operating Agreement of TV Finance, dated as of March 7, 2007, made by TV Finance and Local TV, as sole member.

55. The Limited Liability Company Agreement of TV Holdings, dated as of July 10, 2008, made by Oak Hill II, as managing member, and Oak Hill Management II, TV B-Corp A, TV B-Corp B, Robert Lawrence, Pamela C. Taylor and Theodore W. Kuhlman, as members, as amended and restated by the Amended and Restated Limited Liability Company Agreement of TV Holdings, dated as of July 14, 2008, made by Oak Hill II, Oak Hill Management II, TV B-Corp A, TV B-Corp B, LTV A, OHCP III LTV B, LLC, OHCP III LTV C, Inc., OHCP III LTV D, Inc., GEOLO P Investors, L.L.C., Robert Lawrence, Pamela C. Taylor and Theodore W. Kuhlman, as members, as modified by the Assignment Agreement, dated as of December 27, 2013, made by Tribune Broadcasting Company II, and the Company Sellers (as defined therein), and as further amended and restated by the Second Amended and Restated Limited Liability Company Agreement of TV Holdings, dated as of December 27, 2013, made by Tribune Broadcasting Company II, as the sole member.

56. The Operating Agreement of Norfolk Real Estate, dated as of August 4, 2010, made by Norfolk Real Estate and Tribune Norfolk, as sole member.

57. The Limited Liability Company Agreement of Magic T, dated as of December 30, 2012, made by Tribune Entertainment, as sole member.

58. The Limited Liability Company Agreement of 601 N. Calvert, dated as of September 16, 2015, made by Real Estate Holdings, as sole member.

59. The Limited Liability Company Agreement of Carlins Park Drive, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

60. The Limited Liability Company Agreement of North Calvert Street, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

61. The Limited Liability Company Agreement of Media by Numbers, dated as of October 2, 2008, made by Hollywood.com, LLC, a Delaware limited liability company, as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Media by Numbers, dated as of August 29, 2014, made by Baseline Acquisitions, as the sole member.

62. The Limited Liability Company Agreement of Plaza Drive, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

63. The Limited Liability Company Agreement of Davis Road, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

64. The Limited Liability Company Agreement of Kansas City, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

65. The Limited Liability Company Agreement of St. Louis, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

66. The Limited Liability Company Agreement of High Point, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

67. The Limited Liability Company Agreement of Sofia, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

68. The Limited Liability Company Agreement of Oak Brook, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

69. The Limited Liability Company Agreement of Cleveland, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

70. The Limited Liability Company Agreement of Parma, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

71. The Limited Liability Company Agreement of Britton Road, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

72. The Limited Liability Company Agreement of Arctic Drive, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

73. The Limited Liability Company Agreement of East Rock, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

74. The Limited Liability Company Agreement of South Queen, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

75. The Limited Liability Company Agreement of Wynnefield, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

76. The Limited Liability Company Agreement of Luzerne, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

77. The Limited Liability Company Agreement of Moosic, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

78. The Limited Liability Company Agreement of Morning Call, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

79. The Limited Liability Company Agreement of Ransom, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

80. The Limited Liability Company Agreement of South Abington, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

81. The Limited Liability Company Agreement of Riverwalk II, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

82. The Limited Liability Company Agreement of Riverwalk, dated as of December 30, 2012, made by Real Estate Holdings, as sole member.

83. The Operating Agreement of Studio Systems, dated as of October 7, 2011, made by Baseline Acquisitions, as sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Studio Systems, dated as of August 29, 2014, made by Baseline Acquisitions, as the sole member.

84. The Limited Liability Company Agreement of Memphis, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

85. The Limited Liability Company Agreement of Tower Distribution, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

86. The Limited Liability Company Agreement of Towering T Music, dated as of December 30, 2012, made by Tribune Entertainment, as sole member.

87. The Limited Liability Company Agreement of CM Member 2, dated as of September 16, 2015, made by Real Estate Holdings, as sole member.

88. The Limited Liability Company Agreement of Costa Mesa, dated as of September 16, 2015, made by Real Estate Holdings, as sole member.

89. The Limited Liability Company Agreement of Tribune (FN), dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

90. The Limited Liability Company Agreement of Tribune Broadcasting Company II, dated as of June 27, 2013, made by Tribune Media, as sole member.

91. The Limited Liability Company Agreement of Tribune Broadcasting, dated as of December 30, 2012, made by Tribune Media, as sole member.

92. The Limited Liability Company Agreement of Tribune Denver License (formerly known as Community Television of Colorado License, LLC), dated as of April 21, 2008, made by Tribune Denver License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of Tribune Denver License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

93. The Limited Liability Company Agreement of Tribune Denver (formerly known as Community Television of Colorado, LLC), dated as of April 21, 2008, made by Tribune Denver and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of Tribune Denver, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

94. The Operating Agreement of Tribune Fort Smith License (formerly known as Local TV Arkansas License, LLC), dated as of March 7, 2007, made by Tribune Fort Smith License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of Tribune Fort Smith License, dated as of June 23, 2015, made by TV Finance, as sole member.

95. The Operating Agreement of Tribune Fort Smith (formerly known as Local TV Arkansas, LLC), dated as of March 7, 2007, made by Tribune Fort Smith and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of Tribune Fort Smith, dated as of June 23, 2015, made by TV Finance, as sole member.

96. The Limited Liability Company Agreement of Tribune Hartford, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

97. The Limited Liability Company Agreement of Tribune Indianapolis, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

98. The Operating Agreement of Tribune Norfolk (formerly known as Local TV Virginia, LLC), dated as of March 7, 2007, made by Tribune Norfolk and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of Tribune Norfolk, dated as of June 23, 2015, made by TV Finance, as sole member.

99. The Operating Agreement of Tribune Oklahoma City License (formerly known as Local TV Oklahoma License, LLC), dated as of March 7, 2007, made by Tribune Oklahoma City License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of Tribune Oklahoma City License, dated as of June 23, 2015, made by TV Finance, as sole member.

100. The Operating Agreement of Tribune Oklahoma City (formerly known as Local TV Oklahoma, LLC), dated as of March 7, 2007, made by Tribune Oklahoma City and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of Tribune Oklahoma City, dated as of June 23, 2015, made by TV Finance, as sole member.

101. The Limited Liability Company Agreement of Tribune Seattle, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

102. The Limited Liability Company Agreement of Digital Ventures, dated as of September 17, 2013, made by Tribune Media, as sole member.

103. The Limited Liability Company Agreement of Tribune Entertainment, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

104. The Limited Liability Company Agreement of Tribune Management, dated as of December 30, 2012, made by Tribune Media, as sole member, as amended and Restated by the Amended and Restated Limited Liability Company Agreement of Tribune Management, dated as of October, 8, 2015, made by Tribune Media, as sole member.

105. The Limited Liability Company Agreement of Tribune Media, dated as of December 30, 2012, made by Tribune Management, as sole member, as amended by the Equity Transfer Agreement, dated as of December 20, 2013, between Tribune Management and Digital Ventures.

106. The Limited Liability Company Agreement of Tribune Marketing, dated as of December 30, 2012, made by Tribune Management, as sole member.

107. The Limited Liability Company Agreement of Real Estate Holdings II, dated as of October 23, 2013, made by Tribune Media, as sole member.

108. The Limited Liability Company Agreement of Real Estate Holdings, dated as of December 3, 2012, made by Tribune Media, as sole member.

109. The Limited Liability Company Agreement of Westpark Drive, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

110. The Limited Liability Company Agreement of Carpenter Freeway, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

111. The Limited Liability Company Agreement of Salt Lake City, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

112. The Limited Liability Company Agreement of Ironbound, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

113. The Limited Liability Company Agreement of Boush, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

114. The Limited Liability Company Agreement of Portsmouth, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

115. The Limited Liability Company Agreement of Richmond, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

116. The Limited Liability Company Agreement of Suffolk, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

117. The Limited Liability Company Agreement of Westlake Avenue, dated as of December 3, 2012, made by Real Estate Holdings, as sole member.

118. The Limited Liability Company Agreement of WDCW, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

119. The Limited Liability Company Agreement of WGHP License (formerly known as Community Television of North Carolina License, LLC), dated as of April 21, 2008, made by WGHP License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WGHP License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

120. The Limited Liability Company Agreement of WGHP (formerly known as Community Television of North Carolina, LLC), dated as of April 21, 2008, made by WGHP and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WGHP, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

121. The Limited Liability Company Agreement of WGN, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

122. The Operating Agreement of WHNT License (formerly known as Local TV Alabama License, LLC), dated as of March 7, 2007, made by WHNT License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WHNT License, dated as of June 23, 2015, made by TV Finance, as sole member.

123. The Operating Agreement of WHNT (formerly known as Local TV Alabama, LLC), dated as of March 7, 2007, made by WHNT and TV Finance, as sole member as amended by the First Amendment to the Operating Agreement of WHNT, dated as of June 23, 2015, made by TV Finance, as sole member.

124. The Operating Agreement of WHO License (formerly known as Local TV Iowa License, LLC), dated as of March 7, 2007, made by WHO License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WHO License, dated as of June 23, 2015, made by TV Finance, as sole member.

125. The Operating Agreement of WHO (formerly known as Local TV Iowa, LLC), dated as of March 7, 2007, made by WHO and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WHO, dated as of June 23, 2015, made by TV Finance, as sole member.

126. The Limited Liability Company Agreement of Brown Deer, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

127. The Limited Liability Company Agreement of Milwaukee, dated as of October 23, 2013, made by Real Estate Holdings, as sole member.

128. The Limited Liability Company Agreement of WITI License (formerly known as Community Television of Wisconsin License, LLC), dated as of April 21, 2008, made by WITI License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WITI License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

129. The Limited Liability Company Agreement of WITI (formerly known as Community Television of Wisconsin, LLC), dated as of April 21, 2008, made by WITI and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WITI, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

130. The Limited Liability Company Agreement of WJW License (formerly known as Community Television of Ohio License, LLC), dated as of April 21, 2008, made by WJW License and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WJW License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

131. The Limited Liability Company Agreement of WJW (formerly known as Community Television of Ohio, LLC), dated as of April 21, 2008, made by WJW and FoxCo Sub, as sole member, as amended by the First Amendment to the Limited Liability Company Agreement of WJW, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

132. The Operating Agreement of WNEP (formerly known as Local TV Pennsylvania, LLC), dated as of March 7, 2007, made by WNEP and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WNEP, dated as of June 23, 2015, made by TV Finance, as sole member.

133. The Limited Liability Company Agreement of WPHL, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

134. The Limited Liability Company Agreement of WPIX, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

135. The Limited Liability Company Agreement of WPMT, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

136. The Operating Agreement of WQAD License (formerly known as Local TV Illinois License, LLC), dated as of March 7, 2007, made by WQAD License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WQAD License, dated as of June 23, 2015, made by TV Finance, as sole member.

137. The Operating Agreement of WQAD (formerly known as Local TV Illinois, LLC), dated as of March 7, 2007, made by WQAD and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WQAD, dated as of June 23, 2015, made by TV Finance, as sole member.

138. The Operating Agreement of WREG License (formerly known as Local TV Tennessee License, LLC), dated as of March 7, 2007, made by WREG License and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WREG License, dated as of June 23, 2015, made by TV Finance, as sole member.

139. The Operating Agreement of WREG (formerly known as Local TV Tennessee, LLC), dated as of March 7, 2007, made by WREG and TV Finance, as sole member, as amended by the First Amendment to the Operating Agreement of WREG, dated as of June 23, 2015, made by TV Finance, as sole member.

140. The Limited Liability Company Agreement of WSFL, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

141. The Limited Liability Company Agreement of WTVR License (formerly known as Community Television of Alabama License, LLC), dated as of April 21, 2008, made by WTVR License and FoxCo Sub, as sole member, as amended by the First Amendment thereto, dated as of December 18, 2013, made by FoxCo Sub, as sole member, as further amended by the Second Amendment to the Limited Liability Company Agreement of WTVR License, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

142. The Limited Liability Company Agreement of WTVR (formerly known as Community Television of Alabama, LLC), dated as of April 21, 2008, made by WTVR and FoxCo Sub, as sole member, as amended by the First Amendment thereto, dated as of December 18, 2013, made by FoxCo Sub, as sole member, as further amended by the Second Amendment to the Limited Liability Company Agreement of WTVR, dated as of June 23, 2015, made by FoxCo Sub, as sole member.

143. The Limited Liability Company Agreement of WXMI, dated as of December 30, 2012, made by Tribune Broadcasting, as sole member.

EX-5.3

Exhibit 5.3

[Letterhead of Thompson Coburn LLP]

March 24, 2016

Tribune Media Company

435 North Michigan Avenue

Chicago, Illinois 60611

Ladies and Gentlemen:

We have acted as special Missouri counsel to KPLR, Inc., a Missouri corporation (the “Company”), in connection with a Registration Statement on Form S-4 relating to Tribune Media Company’s offer to exchange (the “Exchange Offer”) up to $1,100,000,000 aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Old Notes”) and related guarantees, which were issued pursuant to that certain Indenture dated June 24, 2015 among Tribune Media Company, a Delaware corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and the guarantors party thereto, including, without limitation, the Company, as amended by the First Supplemental Indenture, dated as of June 24, 2015, the Second Supplemental Indenture, dated as of September 8, 2015, and the Third Supplemental Indenture, dated as of October 8, 2015 (as so amended, the “Indenture”), for a like and corresponding amount of its registered 5.875% Senior Notes due 2022 (the “New Notes”) and related guarantees, including the guarantee by the Company of the Issuer’s obligations under the New Notes. Capitalized terms defined in the Registration Statement (as hereinafter defined) and used (but not otherwise defined) herein are used herein as so defined. This opinion is being delivered to you pursuant to the terms of the Exchange Offer.

In connection with this opinion, we have examined and relied upon the accuracy of original, certified, conformed, photographic, facsimile or electronic copies of the following:

(a) the registration statement on Form S-4 of Tribune Media Company, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2016 (the “Registration Statement”);

(b) an executed copy of the Indenture;

(c) the form of New Notes;

(d) the Officer’s Certificate dated as of March 24, 2016 executed by Edward Lazarus, Secretary of the Company (the “Back-Up Certificate”);

(e) a copy of the Amended and Restated Articles of Incorporation of the Company, certified as of December 11, 2012 by the Secretary of State of the State of Missouri (the “Articles of Incorporation”) attached to the Back-Up Certificate as Exhibit A;

(f) a copy of the Amended and Restated By-laws of the Company (collectively with the Articles of Incorporation, the “Organizational Documents”), attached to the Back-Up Certificate as Exhibit B;

(g) a copy of certain resolutions of the Board of Directors of the Company, adopted on June 17, 2015 and June 24, 2015, attached to the Back-Up Certificate as Exhibit C; and

(h) a certificate dated March 24, 2016 from the Secretary of State of the State of Missouri as to the good standing of the Company in the State of Missouri (the “Missouri Certificate”);

Items lettered (b) and (c) above are collectively referred to herein as the “Transaction Documents”.

We have also examined such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In rendering the opinions expressed herein, we have assumed, without independent investigation but with your permission: (i) that each person who, as an officer or authorized signatory of the Company, signed any Transaction Document or any other document delivered in connection with the Transaction Documents, was duly elected or appointed, qualified and acting as such officer or authorized signatory at the respective times of the signing and delivery thereof; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to the originals of all documents submitted to us as copies, whether certified, conformed, photographic, facsimile or electronic, and the authenticity of the originals of such documents; (v) the legal capacity of all natural persons executing documents; and (vi) that all certificates and facsimile, electronic and telephonic confirmations given by public officials have been properly given and are accurate.

We are opining herein as to the effect on the subject transaction only of the substantive laws of the State of Missouri, and we express no opinion with respect to (a) the applicability to such transaction, or the effect on such transaction, of any other laws, or (b) any matters of municipal law or the laws of any other local agencies within the State of Missouri.

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that, as of the date hereof:

1. The Company is a corporation validly existing and in good standing under the laws of the State of Missouri.

2. The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.

3. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of such Company.

4. The execution and delivery by the Company of the Transaction Documents to which it is a party and the performance by the Company of its obligations thereunder, each in accordance with its terms, will not conflict with or violate (i) any of the terms, conditions or provisions of the Company’s Organizational Documents or (ii) any Missouri law or regulation (other than Missouri securities or blue sky laws, as to which we express no opinion in this paragraph).

5. No approval, consent, exemption, authorization, waiver, license or other action by, or notice to, or filing with, any Missouri court or Missouri governmental authority is necessary or required in connection with the execution and delivery by the Company of the Transaction Documents to which it is a party and the performance by the Company of its obligations thereunder.

6. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company.

In rendering the opinions set forth in paragraph 1 above with respect to the valid existence and good standing of the Companies, we have relied solely upon the Missouri Certificate.

This opinion letter is rendered to you in connection with the Exchange Offer. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are

included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC. Debevoise & Plimpton LLP, as counsel to the Issuer for the Exchange Offer, is entitled to rely on the opinions set forth in this letter for purposes of the opinion it proposes to deliver to you on the date hereof in connection with the Exchange Offer. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

Very truly yours,

/s/ Thompson Coburn LLP

EX-10.26

Exhibit 10.26

EXECUTION VERSION

AMENDMENT NO. 1

AMENDMENT NO. 1, dated as of June 24, 2015 (this “Amendment”), to the Credit Agreement (as defined below), among TRIBUNE MEDIA COMPANY (f/k/a TRIBUNE COMPANY), a Delaware corporation (“Borrower”), the Guarantors party hereto, each Lender party hereto, and JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement as amended by this Amendment.

WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and JPM, as collateral agent, swingline lender and L/C Issuer, are parties to a Credit Agreement, dated as of December 27, 2013 (the “Credit Agreement”);

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower and the Lenders party hereto, constituting not less than the Required Lenders (determined immediately prior to giving effect to this Amendment) agree to make the amendments set forth in Section 1(a) below;

WHEREAS, Section 2.20 of the Credit Agreement permits amendments of the Credit Agreement with consent of the Administrative Agent, Borrower and the Lenders providing the relevant Specified Refinancing Debt to permit the refinancing of all or any portion of outstanding Term Loans of any Tranche with a replacement Tranche of term loans thereunder;

WHEREAS, pursuant to Section 2.20, the parties hereto agree to, immediately following the effectiveness of the Section 1(a) Amendments (as defined below), create a new Tranche of Term Loans, the Term B Loans, under the Credit Agreement having identical terms with, having the same rights and obligations under the Loan Documents as, and in the same aggregate principal amount as the Initial Term Loans outstanding as of the date hereof after giving effect to any optional repayments on such date with the proceeds of a notes offering by the Borrower, except as such terms are amended hereby;

WHEREAS, each Term Lender that executes and delivers a consent to this Amendment substantially in the form of Exhibit A hereto (a “Consent”) shall be deemed, on the First Amendment Effective Date (as defined below), to have exchanged all (or such lesser amount allocated to it by the Administrative Agent (with the consent of the Borrower)) of its Initial Term Loans for Term B Loans, and such Lender shall thereafter become a Term B Lender with respect to such Term B Loans;

WHEREAS, each Person that executes and delivers a joinder to this Amendment substantially in the form of Exhibit B hereto (a “Joinder”) as an Additional Term B Lender will make Term B Loans in the amount set forth on the signature page of such person’s Joinder on the First Amendment Effective Date to Borrower, the proceeds of which will be used by Borrower to, among other things, repay in full the outstanding principal amount of Non-Exchanged Term Loans;

WHEREAS, pursuant to Section 10.01(d), each Term Lender party hereto and each party to a Joinder agreement (collectively representing 100% of the Term Lenders after giving effect to the refinancing in full of the Initial Term Loans) agree to, immediately following the effectiveness of the Section 1(b) Amendments and the refinancing in full of the Initial Term Loans, make the Section 1(c) Amendments;

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments to the Credit Agreement.

(a) Effective as of First Amendment Effective Date upon the occurrence of the Section 1(a) Amendments Effective Time, the Credit Agreement is hereby amended by amending and restating Section 2.20(b) thereof in its entirety as follows (the “Section 1(a) Amendments”):

“(b) The Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Following such notice, any proposed Specified Refinancing Debt shall be requested, at the Borrower’s option, from any combination of (i) existing Lenders in respect of the Facility and Loans being refinanced and/or (ii) Eligible Assignees, as potential new lenders, who would become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. At the time of sending such request to such Lenders or potential lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or potential lender is requested to respond. Each applicable Lender or potential lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt. Any Lender or potential lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender or potential lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrower of the applicable Lenders’ or potential lenders’ responses to each request made hereunder to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.”

(b) Effective as of the First Amendment Effective Date upon the occurrence of the Section 1(b) Amendments Effective Time, the Credit Agreement (as amended by the Section 1(a) Amendments) is hereby amended (the “Section 1(b) Amendments”) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit C hereto.

(c) Effective as of the First Amendment Effective Date upon the occurrence of the Section 1(c) Amendments Effective Time, the Credit Agreement (as amended by the Section 1(a) Amendment and the Section 1(b) Amendments) is hereby amended to add the following clause (vii) at the end of Section 2.05(a):

“In connection with the optional prepayment of Term B Loans pursuant to Section 2.05(a)(i) in an amount equal to $1,100.0 million to be made on the First Amendment Effective Date (the “Specified Optional Prepayment”), any Term B Lender may decline to accept all (but not less than all) of its share of the Specified Optional Prepayment (any such Term B Lender, a “Declining Lender”; each Term B Lender that is not a Declining Lender, a “Non-Declining Lender”) by providing written notice thereof to the Administrative Agent on or prior to First Amendment Effective Date (including notice included in its Consent to the First Amendment). Any amount of the Specified Optional Prepayment that would otherwise have been applied to prepay Term B Loans owing to Declining Lenders (such amount, the “Declined Amount”) shall instead be applied by the Administrative Agent to prepay each Non-Declining Lender’s remaining Term B Loans (the “Remaining Term B Loans”) in an amount equal to such Non-Declining Lender’s ratable share (determined without giving effect to the aggregate principal balance of the Term B Loans of any Declining Lenders) of the Declined Amount (up to the aggregate principal amount of such Non-Declining Lender’s Remaining Term B Loans); provided that to the extent the Declined Amount exceeds the aggregate principal amount of the Remaining Term B Loans of all Non-Declining Lenders, the excess portion of the Declined Amount after giving effect to the Remaining Term B Loans shall be applied to repay the Term B Loans of the Declining Lenders on ratable basis.

Section 2. Representations and Warranties.

Each Loan Party represents and warrants to the Administrative Agent and each Lender party hereto that:

(a) The representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct

in all material respects as of such earlier date, and except that for purposes of this Section 2(a), the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b) of the Credit Agreement, respectively, prior to this Amendment.

(b) No Default shall exist or would result from this Amendment, the borrowing of the Term B Loans and use of proceeds thereof.

Section 3. Conditions to Effectiveness.

(a) The Section 1(a) Amendments shall become effective on the date (the “First Amendment Effective Date”) and at the time (the “Section 1(a) Amendments Effective Time”) on and at which each of the following conditions is satisfied or waived:

(i) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, as of a recent date before the First Amendment Effective Date):

(A) executed counterparts of this Amendment by (x) each Loan Party and (y) the Administrative Agent; and

(B) Consents to this Amendment executed by the Required Lenders (determined immediately prior to giving effect to this Amendment).

(b) The Section 1(b) Amendments shall become effective on the First Amendment Effective Date at the time (the “Section 1(b) Amendments Effective Time”) at which each of the following conditions is satisfied or waived:

(i) The Section 1(a) Amendments Effective Time shall have occurred;

(ii) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the First Amendment Effective Date (or, in the case of certificates of governmental officials, as of a recent date before the First Amendment Effective Date):

(A) such customary certificates of resolutions or other action authorizing the execution, delivery and performance of this Amendment, the borrowings and other transactions hereunder by the Borrower and the Guarantors, as applicable, incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment;

(B) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and in good standing, except, other than with respect to the Borrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect;

(C) an opinion of Debevoise & Plimpton LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent; and

(D) opinions of local counsel for the Loan Parties listed on Exhibit D hereto, in form and substance reasonably satisfactory to the Administrative Agent.

(iii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (vi) and (vii) of this Section 3(b) and that the Term B Loans meet the requirements and conditions to be Specified Refinancing Term Loans;

(iv) The Administrative Agent shall have received Consents to this Amendment from Term Lenders and Joinders executed by one or more Additional Term B Lenders such that (i) the aggregate principal amount of the Exchanged Initial Term Loans plus (ii) the aggregate principal amount of the Additional Term B Commitments shall equal the aggregate principal amount of the outstanding Initial Term Loans immediately prior to the effectiveness of this Amendment;

(v) [intentionally omitted];

(vi) No Default shall exist, or would result from this Amendment, the borrowing of the Term B Loans and use of proceeds thereof.

(vii) The representations and warranties of each Loan Party contained in Article V of the Credit Agreement and Section 2 of this Amendment or any other Loan Document shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 3(b)(vii), the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b) of the Credit Agreement, respectively, prior to the First Amendment Effective Date; and

(viii) The Administrative Agent shall have received a Committed Loan Notice not later than 9:00 a.m. (New York City time) on the First Amendment Effective Date.

(c) The Section 1(c) Amendments shall become effective on the First Amendment Effective Date at the time (the “Section 1(c) Amendments Effective Time”) at which each of the following conditions is satisfied or waived:

(i) The Section 1(b) Amendments Effective Time shall have occurred; and

(ii) The Exchanged Term Loans of each applicable Term Lender shall have been exchanged for Term B Loans and the Non-Exchanged Term Loans of each applicable Term Lender shall have been prepaid in full.

The Administrative Agent shall notify Borrower and the Lenders of each of the First Amendment Effective Date and the Section 1(c) Amendments Effective Time and such notice shall be conclusive and binding.

Section 4. Fees. On the First Amendment Effective Date, the Borrower agrees to pay all fees required to be paid and reasonable out-of-pocket expenses required to be paid on the First Amendment Effective Date, to the extent invoiced in reasonable detail at least three Business Days prior to the First Amendment Effective Date (or such later date as the Borrower may reasonably agree).

Section 5. Expenses.

Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Amendment, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent.

Section 6. Counterparts.

This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

Section 7. Governing Law and Waiver of Right to Trial by Jury.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8. Headings.

Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.

Section 9. Reaffirmation.

Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the First Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, in respect of the Term B Loans) under the Guarantees, as applicable, and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, in respect of the Term B Loans) pursuant to the Security Documents.

Section 10. Effect of Amendment.

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

TRIBUNE MEDIA COMPANY
By:	/s/ Steven Berns
	Name:	Steven Berns
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Amendment No. 1]

GUARANTORS:

BASELINE ACQUISITIONS, LLC

BASELINE, LLC

CASTTV INC.

CHICAGOLAND TELEVISION NEWS, LLC

CLASSIFIED VENTURES HOLDCO, LLC

FOXCO ACQUISITION, LLC

FOXCO ACQUISITION FINANCE CORPORATION

FOXCO ACQUISITION SUB, LLC

GRACENOTE, INC.

KDAF, LLC

KIAH, LLC

KPLR, INC.

KRCW, LLC

KSTU, LLC

KSTU LICENSE, LLC

KSWB, LLC

KTLA, LLC

KTVI, LLC

KTVI LICENSE, LLC

KTXL, LLC

KWGN, LLC

LOCAL TV, LLC

LOCAL TV AIRCRAFT, INC.

LOCAL TV FINANCE, LLC

LOCAL TV FINANCE CORPORATION

LOCAL TV HOLDINGS, LLC

LOCAL TV NORFOLK REAL ESTATE, LLC

MAGIC T MUSIC PUBLISHING COMPANY, LLC

MEDIA BY NUMBERS, LLC

OAK BROOK PRODUCTIONS, LLC

RIVERWALK HOLDCO, LLC

RIVERWALK HOLDCO II, LLC

STUDIO SYSTEMS, LLC

TOWER DISTRIBUTION COMPANY, LLC

TOWERING T MUSIC PUBLISHING COMPANY, LLC

TRIBUNE (FN) CABLE VENTURES, LLC

TRIBUNE BROADCASTING COMPANY, LLC

[Signature Page to Amendment No. 1]

TRIBUNE BROADCASTING COMPANY II, LLC

TRIBUNE BROADCASTING DENVER, LLC

TRIBUNE BROADCASTING DENVER LICENSE, LLC

TRIBUNE BROADCASTING FORT SMITH, LLC

TRIBUNE BROADCASTING FORT SMITH LICENSE, LLC

TRIBUNE BROADCASTING HARTFORD, LLC

TRIBUNE BROADCASTING INDIANAPOLIS, LLC

TRIBUNE BROADCASTING KANSAS CITY, INC.

TRIBUNE BROADCASTING NORFOLK, LLC

TRIBUNE BROADCASTING OKLAHOMA CITY, LLC

TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC

TRIBUNE BROADCASTING SEATTLE, LLC

TRIBUNE DIGITAL VENTURES, LLC

TRIBUNE ENTERTAINMENT COMPANY, LLC

TRIBUNE INVESTMENTS, LLC

TRIBUNE MEDIA SERVICES, LLC

TRIBUNE NATIONAL MARKETING COMPANY, LLC

TRIBUNE TELEVISION NEW ORLEANS, INC.

WDAF LICENSE, INC.

WDAF TELEVISION, INC.

WDCW, LLC

WGHP, LLC

WGHP LICENSE, LLC

WGN CONTINENTAL BROADCASTING COMPANY, LLC

WHNT, LLC

WHNT LICENSE, LLC

WHO LICENSE, LLC

WHO TELEVISION, LLC

WITI LICENSE, LLC

WITI TELEVISION, LLC

[Signature Page to Amendment No. 1]

WJW LICENSE, LLC

WJW TELEVISION, LLC

WNEP, LLC

WPHL, LLC

WPIX, LLC

WPMT, LLC

WQAD, LLC

WQAD LICENSE, LLC

WREG, LLC

WREG LICENSE, LLC

WSFL, LLC

WTVR, LLC

WTVR LICENSE, LLC

WXMI, LLC

TRIBUNE REAL ESTATE HOLDINGS, LLC

TRIBUNE REAL ESTATE HOLDINGS II, LLC

AL-HUNTSVILLE-200 HOLMES AVENUE, LLC

AR-FORT SMITH-318 NORTH 13TH STREET, LLC

AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

CA-4655 FRUITRIDGE ROAD, LLC

CA-OLYMPIC PLANT, LLC

CA-ORANGE COUNTY PLANT, LLC

CA-LOS ANGELES TIMES SQUARE, LLC

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC

CO-6160 SOUTH WABASH WAY, LLC

CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC

CO-DENVER-100 EAST SPEER BOULEVARD, LLC

CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

CT-121 WAWARME AVENUE, LLC

CT-285 BROAD STREET, LLC

CT-WTIC, LLC

FL-633 NORTH ORANGE AVENUE, LLC

FL-DEERFIELD PLANT, LLC

FL-ORLANDO SENTINEL, LLC

IA-ALLEMAN POLK COUNTY, LLC

[Signature Page to Amendment No. 1]

IA-DES MOINES-1801 GRAND AVENUE, LLC

IL-11201 FRANKLIN AVENUE, LLC

IL-16400 SOUTH 105TH COURT, LLC

IL-2501 WEST BRADLEY PLACE, LLC

IL-3249 NORTH KILPATRICK, LLC

IL-3722 VENTURA DRIVE, LLC

IL-720 ROHLWING ROAD, LLC

IL-FREEDOM CENTER, LLC

IL-HENRY COUNTY-RUSTIC HILL, LLC

IL-MOLINE-3003 PARK 16 STREET, LLC

IL-ORION-2880 NORTH 1100 AVENUE, LLC

IL-TRIBUNE TOWER, LLC

IN-2350 WESTLANE ROAD, LLC

IN-6910 NETWORK PLACE, LLC

IN-TRAFALGAR WTTV, LLC

IN-WINDFALL WTTV, LLC

MD-10 HAYS STREET, LLC

MD-10750 LITTLE PATUXENT PARKWAY, LLC

MD-3400 CARLINS PARK DRIVE, LLC

MD-NORTH CALVERT STREET, LLC

MD-SUN PARK, LLC

MI-3117 PLAZA DRIVE, LLC

MI-DAVIS ROAD, LLC

MO-KANSAS CITY-3020 SUMMIT STREET, LLC

MO-ST LOUIS-EMIL AVENUE, LLC

NC-HIGH POINT-2005 FRANCIS STREET, LLC

NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC

OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC

OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC

OR-10255 SW ARCTIC DRIVE, LLC

PA-2005 SOUTH QUEEN STREET, LLC

PA-5001 WYNNEFIELD AVENUE, LLC

PA-550 EAST ROCK ROAD, LLC

PA-LUZERNE COUNTY-PENOBSCOT MOUNTAIN, LLC

[Signature Page to Amendment No. 1]

PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

PA-MORNING CALL, LLC

PA-RANSOM, LLC

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC

TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC

TX-7700 WESTPARK DRIVE, LLC

TX-8001 JOHN CARPENTER FREEWAY, LLC

UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

VA-216 IRONBOUND ROAD, LLC

VA-DAILY PRESS, LLC

VA-NORFOLK-720 BOUSH STREET, LLC

VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

VA-RICHMOND, LLC

VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

WA-1813 WESTLAKE AVENUE, LLC

WI-BROWN DEER-9001 NORTH GREEN BAY ROAD, LLC

WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

By:	/s/ Edward Lazarus
	Name:	Edward Lazarus
	Title:	Secretary

[Signature Page to Amendment No. 1]

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ John G. Kowalczuk
	Name:	John G. Kowalczuk
	Title:	Executive Director

[Signature Page to Amendment No. 1]

EXHIBIT A

CONSENT TO AMENDMENT NO. 1

CONSENT (this “Consent”) to Amendment No. 1 (the “Amendment”) to that certain Credit Agreement, dated as of December 27, 2013 (the “Credit Agreement”), by and among TRIBUNE MEDIA COMPANY (f/k/a TRIBUNE COMPANY), a Delaware corporation (“Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the L/C Issuer. Unless otherwise defined herein, terms used herein shall have the meanings given to them in the Amendment, including Exhibit C thereto.

Existing Term Loan Lenders

¨ The undersigned Term Loan Lender hereby irrevocably and unconditionally elects to decline to accept the Specified Optional Prepayment.

The undersigned Term Loan Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

¨ to convert 100% of the outstanding principal amount of the Initial Term Loans held by such (or such lesser amount allocated to such Lender by the Joint Lead Arrangers (and consented to by the Borrower)) Lender into Term B Loans in a like principal amount.

Post-Closing Settlement Option

¨ to have 100% of the outstanding principal amount of the Initial Term Loans held by such Lender prepaid on the First Amendment Effective Date and purchase by assignment a principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Joint Lead Arrangers (and consented to by the Borrower)).

Revolving Credit Lenders

¨ The undersigned Revolving Credit Lender hereby irrevocably and unconditionally consents to the Amendment.

A-1

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

Date:             , 2015
		,
as a Lender (type name of the legal entity)
By:
	Name:
	Title:
If a second signature is necessary:
By:
	Name:
	Title:

A-2

EXHIBIT B

JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of June 24, 2015 (this “Agreement”), by and among [ADDITIONAL TERM B LENDER] (each, an “Additional Term B Lender” and, collectively, the “Additional Term B Lenders”), Tribune Media Company (f/k/a Tribune Company) (“Borrower”), and JPMorgan Chase Bank, N.A. (the “Administrative Agent”).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of December 27, 2013 and amended by Amendment No. 1 dated as of [            ], 2015 (“Amendment No. 1”) (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Borrower, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may establish Additional Term B Commitments (the “Additional Term B Commitments”) with existing Term Lenders and/or Additional Term B Lenders; and

WHEREAS, subject to the terms and conditions of the Credit Agreement, Additional Term B Lenders shall become Lenders pursuant to one or more Joinders;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each Additional Term B Lender hereby agrees to provide the Additional Term B Commitment set forth on its signature page hereto pursuant to and in accordance with Section 2.01(a)(ii) of the Credit Agreement. The Additional Term B Commitments provided pursuant to this Agreement shall be subject to all of the terms in the Credit Agreement and to the conditions set forth in the Credit Agreement, and shall be entitled to all the benefits afforded by the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. For the avoidance of doubt, each Additional Term B Lender hereby consents to Amendment No. 1 (including, for the avoidance of doubt, the Section 1(c)Amendments).

Each Additional Term B Lender, Borrower and the Administrative Agent acknowledge and agree that the Additional Term B Commitments provided pursuant to this Agreement shall constitute Term B Commitments for all purposes of the Credit Agreement and the other applicable Loan Documents. Each Additional Term B Lender hereby agrees to make a Term B Loan to Borrower in an amount equal to its Additional Term B Commitment on the First Amendment Effective Date upon the occurrence of the First Amendment Effective Date and the Section 1(b) Amendments Effective Time in accordance with Section 2.01(a)(ii) of the Credit Agreement.

B-1

Each Additional Term B Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Additional Term B Lender or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Upon (i) the execution of a counterpart of this Agreement by each Additional Term B Lender, the Administrative Agent and Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the undersigned Additional Term B Lenders shall become Lenders under the Credit Agreement and shall have the respective Additional Term B Commitment set forth on its signature page hereto, effective as of the First Amendment Effective Date and the Section 1(b) Amendments Effective Time.

For each Additional Term B Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Additional Term B Lender may be required to deliver to the Administrative Agent pursuant to Section 3.01(f)(ii) of the Credit Agreement.

This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be un-enforceable, the provision shall be interpreted to be only so broad as would be enforceable.

B-2

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[signature pages follow]

B-3

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

[NAME OF ADDITIONAL TERM B LENDER]
By:
	Name:
	Title:
If a second signature is necessary:
By:
	Name:
	Title:
Additional Term B Commitments:
$
TRIBUNE MEDIA COMPANY
By:
	Name:
	Title:

B-4

Accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
	Name:
	Title:

B-5

Execution Version

EXHIBIT C

CREDIT AGREEMENT

CREDIT AGREEMENT

Dated as of December 27, 2013

among

TRIBUNE MEDIA COMPANY (f/k/a/ TRIBUNE COMPANY)

as the Borrower

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

J.P. MORGAN SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN, SACHS & CO.,

as Joint Lead Arrangers and Joint Bookrunners,

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

CREDIT SUISSE SECURITIES (USA) LLC,

as Co-Syndication Agents

and

BARCLAYS BANK PLC

GOLDMAN SACHS BANK USA

UBS SECURITIES LLC,

as Co-Documentation Agents

2

Table of Contents

		Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01.	Defined Terms.		2
Section 1.02.	Other Interpretive Provisions.		8884
Section 1.03.	Accounting Terms.		8885
Section 1.04.	Rounding.		8986
Section 1.05.	References to Agreements and Laws.		8986
Section 1.06.	Times of Day.		9086
Section 1.07.	Timing of Payment or Performance.		9086
Section 1.08.	Currency Equivalents Generally.		9086
Section 1.09.	Letter of Credit Amounts.		9087
Section 1.10.	Pro Forma Calculations.		9087
Section 1.11.	Calculation of Baskets.		9389
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01.	The Loans.		9390
Section 2.02.	Borrowings, Conversions and Continuations of Loans.		9491
Section 2.03.	Letters of Credit.		9794
Section 2.04.	Swing Line Loans.		107104
Section 2.05.	Prepayments.		110108
Section 2.06.	Termination or Reduction of Commitments.		126126
Section 2.07.	Repayment of Loans.		127127
Section 2.08.	Interest.		128128
Section 2.09.	Fees.		129129
Section 2.10.	Computation of Interest and Fees.		130129
Section 2.11.	Evidence of Indebtedness.		131130
Section 2.12.	Payments Generally; Administrative Agent’s Clawback.		131131
Section 2.13.	Sharing of Payments.		134134
Section 2.14.	Incremental Facilities.		135135
Section 2.15.	Extension of Term Loans and Revolving Credit Commitments.		138138
Section 2.16.	Permitted Debt Exchanges.		142142
Section 2.17.	New Incremental Indebtedness.		144144
Section 2.18.	Cash Collateral.		146146
Section 2.19.	Defaulting Lenders.		147147
Section 2.20.	Specified Refinancing Debt.		150150

i

Table of Contents

(continued)

		Page
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01.	Taxes.		152152
Section 3.02.	Illegality.		157157
Section 3.03.	Inability to Determine Rates.		158158
Section 3.04.	Increased Cost and Reduced Return; Capital Adequacy.		158158
Section 3.05.	Funding Losses.		160160
Section 3.06.	Matters Applicable to All Requests for Compensation.		160161
Section 3.07.	Replacement of Lenders under Certain Circumstances.		162162
Section 3.08.	Survival.		164164
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01.	Conditions to Closing Date.		164164
Section 4.02.	Conditions to All Credit Extensions.		169169
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01.	Existence, Qualification and Power; Compliance with Laws.		169170
Section 5.02.	Authorization; No Contravention.		170170
Section 5.03.	Governmental Authorization; Other Consents.		170170
Section 5.04.	Binding Effect.		171171
Section 5.05.	Financial Statements; No Material Adverse Effect.		171171
Section 5.06.	Litigation.		172172
Section 5.07.	Use of Proceeds.		172172
Section 5.08.	Ownership of Property; Liens.		172172
Section 5.09.	Environmental Compliance.		172173
Section 5.10.	Taxes.		174174
Section 5.11.	Employee Benefit Plans.		174174
Section 5.12.	Subsidiaries; Equity Interests; Stations.		175176
Section 5.13.	Margin Regulations; Investment Company Act.		176176
Section 5.14.	Disclosure.		176176
Section 5.15.	Compliance with Laws.		176177
Section 5.16.	Intellectual Property; Licenses, Etc.		176177
Section 5.17.	Solvency.		177177
Section 5.18.	[Reserved]		177177
Section 5.19.	Perfection, Etc.		177177
Section 5.20.	PATRIOT ACT; Sanctioned Persons.		177178

ii

Table of Contents

(continued)

		Page
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01.	Financial Statements.		178178
Section 6.02.	Certificates; Other Information.		180180
Section 6.03.	Notices.		183183
Section 6.04.	Payment of Taxes.		183183
Section 6.05.	Preservation of Existence, Etc.		183184
Section 6.06.	Maintenance of Properties.		184184
Section 6.07.	Maintenance of Insurance.		184184
Section 6.08.	Compliance with Laws.		184185
Section 6.09.	Books and Records.		184185
Section 6.10.	Inspection Rights.		185185
Section 6.11.	[Reserved]		185185
Section 6.12.	Covenant to Guarantee Obligations and Give Security.		185186
Section 6.13.	Compliance with Environmental Laws.		188189
Section 6.14.	Further Assurances.		189189
Section 6.15.	Maintenance of Ratings.		189189
Section 6.16.	Post-Closing Undertakings.		189189
Section 6.17.	Accounting Changes.		189189
Section 6.18.	Change in Nature of Business.		189190
Section 6.19.	Single Purpose License Subsidiaries.		189190
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01.	Liens.		190190
Section 7.02.	Investments.		197197
Section 7.03.	Indebtedness.		203204
Section 7.04.	Fundamental Changes.		208209
Section 7.05.	Dispositions.		211211
Section 7.06.	Restricted Payments.		214215
Section 7.07.	Sale Leasebacks.		220221
Section 7.08.	Transactions with Affiliates.		220221
Section 7.09.	Burdensome Agreements.		221222
Section 7.10.	[Reserved].		223224
Section 7.11.	Financial Covenant.		223224
Section 7.12.	Prepayments, Etc. of Indebtedness; Amendments.		224224

iii

Table of Contents

(continued)

		Page
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01.	Events of Default.		225226
Section 8.02.	Remedies Upon Event of Default.		229229
Section 8.03.	Right to Cure.		230230
Section 8.04.	Application of Funds.		231231
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01.	Appointment and Authorization of Agents.		232233
Section 9.02.	Delegation of Duties.		233234
Section 9.03.	Liability of Agents.		234234
Section 9.04.	Reliance by Agents.		234235
Section 9.05.	Notice of Default.		235235
Section 9.06.	Credit Decision; Disclosure of Information by Agents.		235236
Section 9.07.	Indemnification of Agents.		236236
Section 9.08.	Agents in their Individual Capacities.		236237
Section 9.09.	Successor Agents.		237238
Section 9.10.	Administrative Agent May File Proofs of Claim.		238239
Section 9.11.	Collateral and Guaranty Matters.		239240
Section 9.12.	Secured Cash Management Agreements, Secured Hedge Agreements and Related License Secured Obligations.		240241
Section 9.13.	Other Agents; Arranger and Managers.		241241
Section 9.14.	Additional Indebtedness.		241242
Section 9.15.	Withholding Taxes.		241242
ARTICLE X
MISCELLANEOUS
Section 10.01.	Amendments, Etc.		242243
Section 10.02.	Notices; Electronic Communications.		247247
Section 10.03.	No Waiver; Cumulative Remedies; Enforcement.		249250
Section 10.04.	Expenses and Taxes.		250250
Section 10.05.	Indemnification by the Borrower.		251251
Section 10.06.	Payments Set Aside.		253253
Section 10.07.	Successors and Assigns.		253254
Section 10.08.	Confidentiality.		262263
Section 10.09.	Setoff.		264264
Section 10.10.	Interest Rate Limitation.		264265
Section 10.11.	Counterparts.		265265

iv

Table of Contents

(continued)

		Page
Section 10.12.	Integration; Effectiveness.		265266
Section 10.13.	Survival of Representations and Warranties.		265266
Section 10.14.	Severability.		266266
Section 10.15.	[Reserved].		266267
Section 10.16.	Governing Law; Jurisdiction; Etc.		266267
Section 10.17.	WAIVER OF RIGHT TO TRIAL BY JURY.		267268
Section 10.18.	Binding Effect.		268268
Section 10.19.	No Advisory or Fiduciary Responsibility.		268269
Section 10.20.	Affiliate Activities.		269269
Section 10.21.	Electronic Execution of Assignments and Certain Other Documents.		269270
Section 10.22.	USA PATRIOT ACT.		269270
Section 10.23.	FCC COMPLIANCE.		270270

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SCHEDULES

1	Guarantors
1.01(a)	Pro Forma Consolidated Financial Statements
2.01	Commitments and Pro Rata Shares
2.03	Existing Letters of Credit
4.01(a)	Jurisdictions of Local Counsel Opinions
5.12(a)	Subsidiaries and Other Equity Investments
5.12(b)	Stations
6.16	Post-Closing Undertakings
7.01	Existing Liens
7.02	Existing Investments[Reserved]
7.03	Existing Indebtedness (Including Existing Letters of Credit)
7.06	Restricted Payments
7.08	Transactions with Affiliates
7.09	Burdensome Agreements
10.02	Administrative Agent’s Office, Certain Addresses for Notices
10.07(b)(v)	Disqualified Lenders
10.07(d)	Ineligible Participants
EXHIBITS
Form of
A-1	Committed Loan Notice
A-2	Request for L/C Credit Extension
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Affiliate Lender Assignment and Assumption
E-3	Administrative Questionnaire
F	Guaranty
G-1	Security Agreement
G-2	Pledge Agreement
H	[Reserved]
I	Solvency Certificate
J	[Reserved]
K	Intercompany Subordination Agreement
L	Intercreditor Agreement
M-1	Increase Supplement
M-2	Lender Joinder Agreement
N	[Reserved]

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O	U.S. Tax Compliance Certificate
P	Acceptance and Prepayment Notice
Q	Discount Range Prepayment Notice
R	Discount Range Prepayment Offer
S	Solicited Discounted Prepayment Notice
T	Solicited Discounted Prepayment Offer
U	Specified Discount Prepayment Notice
V	Specified Discount Prepayment Response

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

PRELIMINARY STATEMENTS

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of June 29, 2013, as amended on July 15, 2013 (together with all exhibits and schedules and other attachments thereto, collectively, the “Purchase Agreement”), among the Borrower, Tribune Broadcasting Company II, LLC, a wholly owned subsidiary of the Borrower, Local TV Holdings, LLC (the “Target”), the sellers party thereto (the “Sellers”), Oak Hill Capital Partners II, L.P., as the seller representative (the “Seller Representative”), the Borrower will directly or indirectly acquire (the “Acquisition”) the Target;

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Borrower will (A) enter into this Agreement to borrow Initial Term Loans in an aggregate principal amount of $3,800,000,000, plus an additional amount of Revolving Credit Loans and (B) cause certain letters of credit to be issued;

WHEREAS, the debt outstanding under (i) the Existing Credit Agreement and (ii) the Loan Agreement, dated as of December 31, 2012, among the Borrower and certain of its Subsidiaries, Bank of America, N.A., as agent, and the other lenders party thereto from time to time will be repaid in full and all commitments thereunder shall be terminated (collectively, the “Tribune Refinancing”);

WHEREAS, pursuant to the Purchase Agreement, debt outstanding under each of (i) the Amended and Restated Credit Agreement, dated as of May 7, 2007 and amended and restated as of February 15, 2012, as further amended on September 28, 2012, among Local TV Finance, LLC, Local TV, LLC, the guarantors party thereto, the lenders party thereto, the joint lead arrangers party thereto, UBS AG, Stamford Branch, as issuing bank, administrative agent and collateral agent, and other agents party thereto, (ii) the Amended and Restated Credit Agreement, dated as of July 14, 2008 and amended and restated as of September 24, 2012, as further amended on March 12, 2013, among FoxCo Acquisition Sub, LLC, FoxCo Acquisition, LLC, the guarantors party thereto, the lenders party thereto, the joint lead arrangers party thereto, Deutsche Bank Trust Company Americas, as issuing bank, administrative agent and collateral agent, and other agents party thereto and (iii) the 9  ¹⁄₄%/ 10% Senior Toggle Notes due 2015, issued under the Indenture, dated as of May 7, 2007, among Local TV Finance, LLC, Local TV Finance Corporation, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee, will be repaid, redeemed, defeased or otherwise discharged in full and the commitments thereunder terminated, as applicable (the “Target Debt Refinancing” and, together with the Tribune Refinancing, the “Transaction Refinancings”); and

WHEREAS, the proceeds of the Initial Term Loans and any Initial Revolving Credit Loans made on the Closing Date hereunder will be applied (i) to pay the purchase price in connection with the Acquisition, (ii) to pay the fees, costs and expenses incurred in connection with the Transactions and (iii) to consummate the Transaction Refinancings (the amounts set forth in clauses (i) through (iii) above, collectively, the “Acquisition Costs”).

Now, therefore, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Discount” has the meaning specified in Section 2.05(a)(vi)(D)(b).

“Acceptable Prepayment Amount” has the meaning specified in Section 2.05(a)(vi)(D)(c).

“Acceptance and Prepayment Notice” means a written notice from the Borrower setting forth the Acceptable Discount pursuant to Section 2.05(a)(vi)(D)(b) substantially in the form of Exhibit P.

“Acceptance Date” has the meaning specified in Section 2.05(a)(vi)(D)(b).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (any of the foregoing, a “Pro Forma Entity”) for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to the Borrower and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” and in each definition embedded therein were references to such Pro Forma Entity and its Subsidiaries which will become Restricted Subsidiaries or Related License Corporations), all as determined on a consolidated basis for such Pro Forma Entity.

“Acquired Entity or Business” has meaning provided in the definition of the term “Consolidated EBITDA.”

“Acquisition” has the meaning specified in the recitals to this Agreement.

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“Additional Amount” has the meaning specified in the definition of Additional Term B Commitment.

“Additional Lender” has the meaning specified in Section 2.14(b).

“Additional Term B Commitment” means with respect to an Additional Term B Lender, its commitment to make a Term B Loan on the First Amendment Effective Date in the amount set forth on the joinder agreement of such Additional Term B Lender to the First Amendment. The aggregate amount of the Additional Term B Commitments of all Additional Term B Lenders on the First Amendment Effective Date shall equal $1,802,063,219.17 (the “Additional Amount”), prior to any prepayment of Term B Loans on such date.

“Additional Term B Lender” means a Lender with an Additional Term B Commitment to make Term B Loans to the Borrower on the First Amendment Effective Date, which for the avoidance of doubt may be an existing Term Lender.

“Administrative Agent” means JPMCB, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted by the terms hereof.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-3 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Lender” means any Affiliate of the Borrower that becomes an assignee pursuant to Section 10.07 (other than any Subsidiaries of the Borrower).

“Affiliate Lender Assignment and Assumption” has the meaning specified in Section 10.07(i)(i).

“Affiliate Transaction” has the meaning Specifiedspecified in Section 7.08.

“Agent-Related Persons” means each Agent, together with its Related Parties.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Arrangers, the Co-Syndication Agents and the Co-Documentation Agents.

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“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time.

“Anticipated Cure Deadline” has the meaning specified in Section 8.03.

“Applicable Commitment Fee” means a percentage per annum equal to (a) from the Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full Fiscal Quarter ending after the Closing Date, 0.375% per annum, and (b) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio, as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Commitment Fee
Pricing Level	Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio	Applicable Commitment Fee
1	Less than or equal to 3.00:1.00		0.25	%
2	Greater than 3.00:1.00 but less than or equal to 4.00:1.00		0.375	%
3	Greater than 4.00:1.00		0.50	%

Any increase or decrease in the Applicable Commitment Fee resulting from a change in the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date the applicable Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that, at the option of the Required Lenders, “Pricing Level 3” shall apply without regard to the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but was not, commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statement is delivered.

“Applicable Discount” has the meaning specified in Section 2.05(a)(vi)(C)(b).

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“Applicable Rate” means a percentage per annum equal to:

(a) with respect to the Initial Term B Loans, 3.00% per annum for Eurodollar Rate Loans, and 2.00% per annum for Base Rate Loans; and

(b) with respect to the Initial Revolving Credit Facility, (i) from the Closing Date until the first Business Day that immediately follows the date on which a Compliance Certificate is delivered pursuant to Section 6.02(b) in respect of the first full Fiscal Quarter ending after the Closing Date, 3.00% per annum for Eurodollar Rate Loans, and 2.00% per annum for Base Rate Loans, and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio, as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio	Eurodollar Rate Loans			Base Rate Loans
1	Less than or equal to 2.75:1.00		2.75	%		1.75	%
2	Greater than 2.75:1.00		3.00	%		2.00	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that at the option of the Required Revolving Lenders, “Pricing Level 2” shall apply without regard to the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant to Section 6.01(a) or Section 6.01(b) but was not, commencing with the first Business Day immediately following such date and continuing until the first Business Day immediately following the date on which such financial statement is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

“Appropriate Lenders” means, at any time, (a) with respect to Loans of any Tranche, the Lenders of such Tranche (or in the case of any Revolving Credit Facility, the Lenders that have Commitments or Loans with respect to such Facility), (b) with respect to the

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Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders, and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means each of JPMS, Citi, DBSI, Merrill Lynch and CS Securities in their respective capacities as exclusive joint lead arrangers and bookrunners.

“Asset Swap Consideration” has the meaning set forth in the definition of Asset Swap Transaction.

“Asset Swap Transaction” means a substantially concurrent sale and purchase, or exchange, of any assets of the Borrower or any Restricted Subsidiary (including all of the Equity Interests of a Restricted Subsidiary) for Related Business Assets of another Person or group of affiliated Persons (including all of the Equity Interests of a Person or group of affiliated Persons all or a substantial portion of whose assets constitute Related Business Assets) received or acquired by the Borrower or such Restricted Subsidiary (as applicable) participating therein; provided that no greater than 10% of the aggregate consideration paid by or to the Borrower and such Restricted Subsidiary in connection with any such sale and purchase or exchange, may consist of cash or Cash Equivalents (“Asset Swap Consideration”) (provided that, notwithstanding the foregoing, Asset Swap Consideration in excess of 10% of the aggregate consideration paid by or to the Borrower and such Restricted Subsidiary in connection with any such sale and purchase or exchange shall be permitted if (x) in the case of Asset Swap Consideration paid by the Borrower or any Restricted Subsidiary, the excess cash purchase or sale portion of such Asset Swap Transaction shall otherwise be permitted pursuant to Sections 7.02 hereof or (y) in the case of Asset Swap Consideration paid to the Borrower or any Restricted Subsidiary (other than any Asset Swap Consideration allocable to Excluded Disposition Assets included in any such Asset Swap Transaction), the Net Cash Proceeds from such Asset Swap Transaction shall be applied to prepay Term Loans in accordance with Section 2.05(b)(ii); provided that (a) the Related Business Assets or other consideration received by the Borrower or any applicable Restricted Subsidiary in respect of such Asset Swap Transaction shall be in an amount at least equal to the Fair Market Value (on the earlier of (i) the date a legally binding commitment for such Asset Swap Transaction was entered into and (ii) if no legally binding commitment was entered into, the date of such purchase or acquisition, in each case without giving effect to subsequent changes in value) of the applicable assets sold or exchanged or other consideration paid by the Borrower or such Restricted Subsidiary, (b) (other than with respect to any Asset Swap Transaction made pursuant to a legally binding commitment entered into when no Event of Default exists) no Event of Default will have occurred and be continuing or will result

6

therefrom and (c) each applicable Loan Party and any newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 or made arrangements to comply with such Section 6.12 after the effectiveness of such Asset Swap Transaction within the time periods set forth in Section 6.12, as applicable.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1, or otherwise in form and substance reasonably acceptable to the Administrative Agent.

“Audit Report and Opinion” has the meaning specified in Section 6.01(a).

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Liquidity” means, at any date, the sum of (i) the aggregate amount of Unrestricted Cash as of such date plus (ii) the aggregate amount available to be drawn under the Revolving Credit Facility.

“Bankruptcy Proceedings” means the reorganization proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware pursuant to which the Borrower and certain of its Subsidiaries were debtors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as established from time to time by the Administrative Agent as its “prime rate” at its principal U.S. office and (c) the Eurodollar Rate for such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate established by the Administrative Agent shall take effect at the opening of business on the day such change is effective.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“BBA LIBOR” means the LIBOR Rate as administered by the British Bankers Association or, in the event it shall no longer administer such rate, by any successor administrator of such rate.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other

7

governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.

“BofA” means Bank of America, N.A.

“Bona Fide Debt Funds” means, with respect to any Person, any Affiliate of such Person that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement. In the event the Borrower consummates any merger, amalgamation or consolidation in accordance with Section 7.04, the surviving Person in such merger, amalgamation or consolidation shall be deemed to be the “Borrower” for all purposes of this Agreement and the other Loan Documents.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.05(a)(vi)(B).

“Borrower Parties” means the collective reference to the Borrower and the Restricted Subsidiaries, and “Borrower Party” means any one of them.

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender of a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.05(a)(vi)(C).

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Broadcast Property” means each of (a) a Broadcast Station and (b) a Person that owns a Broadcast Station.

“Broadcast Station” means all or substantially all the assets used and useful for operating a full service commercial television, AM or FM broadcast station pursuant to a Station License, including the rights to use such Station License.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

8

“Capital Expenditures” means, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries and (b) all fixed asset additions financed through Capitalized Lease Obligations incurred by the Borrower and its Restricted Subsidiaries and recorded on the balance sheet in accordance with GAAP during such period; provided that the term “Capital Expenditures” shall not include:

(i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds or compensation awards paid on account of a Casualty Event,

(ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time,

(iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions,

(iv) expenditures that constitute any part of Consolidated Lease Expense,

(v) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary of the Borrower and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary of the Borrower and for which neither the Borrower nor any Restricted Subsidiary of the Borrower has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period, it being understood, however, that only the amount of expenditures actually provided or incurred by the Borrower or any Restricted Subsidiary of the Borrower in such period and not the amount required to be provided or incurred in any future period shall constitute “Capital Expenditures” in the applicable period),

(vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary of the Borrower prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided

9

that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired,

(vii) any expenditures made as payment of the consideration for a Permitted Acquisition (or similar Investments), or

(viii) any capitalized interest reflected as additions to property, plant or equipment in the consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

“Capitalized Lease Obligations” means, as applied to any Person, all obligations of such Person under leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases of such Person, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP; provided that any change in GAAP after the Closing Date will not cause any obligation that was not or would not have been a Capitalized Lease Obligation prior to such change to be deemed a Capitalized Lease Obligation following such change.

“CareerBuilder” means CareerBuilder, LLC, and any successor in interest thereto.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable L/C Issuer or the Swing Line Lender, as applicable (which documents are hereby consented to by the Lenders). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means:

(a) Dollars and, with respect to any Foreign Subsidiaries, other currencies held by such Foreign Subsidiary, in each case in the ordinary course of business;

(b) securities issued or unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition thereof;

10

(c) securities issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings generally obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another nationally recognized rating service);

(d) [Reserved];

(e) commercial paper or variable or fixed rate notes maturing no more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(f) time deposits with, or domestic and Eurodollar certificates of deposit or bankers’ acceptances maturing no more than one year after the date of acquisition thereof issued by, any Lender or any other bank having combined capital and surplus of not less than $500,000,000;

(g) repurchase agreements with a term of not more than one year for underlying securities of the type described in clauses (b), (c) and (f) above entered into with any bank meeting the qualifications specified in clause (f) above or securities dealers of recognized national standing;

(h) securities of marketable short-term money market and similar highly liquid funds having assets in excess of $250,000,000;

(i) shares of investment companies that are registered under the Investment Company Act of 1940 and invest solely in one or more of the types of securities described in clauses (a) through (h) above; and

(j) in the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, other customarily utilized high-quality investments in the country where such Foreign Subsidiary is located or in which such investment is made.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party.

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“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or an Agent or an Affiliate of a Lender or an Agent, or (ii) in the case of any Cash Management Agreement in effect on the Closing Date, is, as of the Closing Date, (or becomes within 30 days after the Closing Date) a Lender or an Agent or an Affiliate of a Lender or an Agent and a party to a Cash Management Agreement, in each case, in its capacity as a party to such Cash Management Agreement.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CGMI” means Citigroup Global Markets Inc.

“Change of Control” means: the earliest to occur of: (a) any “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than the Permitted Holders shall become beneficial owner, directly or indirectly, of more than the greater of (x) 35% of the then outstanding voting stock of (i) so long as the Borrower is a Subsidiary of any Parent Holding Company, the Relevant Parent Entity or (ii) if the Borrower is not a Subsidiary of any Parent Holding Company, the Borrower and (y) the percentage of such outstanding voting stock beneficially owned, directly or indirectly, by the Permitted Holders at such time of (i) so long as the Borrower is a Subsidiary of any Parent Holding Company, the Relevant Parent Entity or (ii) if the Borrower is not a Subsidiary of any Parent Holding Company, the Borrower; (b) a “change of control” (or any similar event) shall occur under any Junior Financing or debt securities of the Borrower or any of its Restricted Subsidiaries, in each case in an aggregate outstanding principal amount in excess of the Threshold Amount; and (c) so long as the Borrower is a Subsidiary of any Parent Holding Company, such Parent Holding Company shall cease to own, directly or indirectly, 100% of the Equity Interests of the Borrower.

“Classified Ventures” means Classified Ventures, LLC, and any successor in interest thereto.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with such Section 4.01 and the initial Loans are advanced.

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“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Co -Documentation Agents” means Barclays Bank PLC, Goldman Sachs Bank USA and UBS Securities LLC.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Agent” means JPMCB, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent permitted by the terms hereof.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Intellectual Property Security Agreements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.12 or 6.16, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Commitment Letter” means the Commitment Letter, dated as of June 29, 2013 among the Borrower, JPMCB, JPMS, CGMI, DBNY, DBSI, BofA, Merrill Lynch, CS and CS Securities, as amended by the Lender Joinder Agreement, dated as of September 3, 2013.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Communications Laws” means the Communications Act of 1934, as amended, and the requests, rules, regulations, policies, guidelines or directives thereunder or issued in connection therewith and any other laws, rules, regulations, policies, guidelines or directives administered, enacted or issued by the FCC, as applicable, regulating the business of the Borrower and its Restricted Subsidiaries.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D or such other form as may be agreed between the Borrower and the Administrative Agent.

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“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means for any period:

(a) Consolidated Net Income for such period; plus

(b) without duplication, the sum of the following items (to the extent deducted in the computation of Consolidated Net Income for such period or, in the case of amounts pursuant to clauses (vi), (xv), (xviii), (xix), (xx) or (xxi) below, to the extent not included in Consolidated Net Income):

(i) depreciation expense,

(ii) amortization (including amortization of intangible assets and properties),

(iii) Consolidated Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, any losses on Swap Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of (A) interest income (other than income attributable to leases) and (B) gains on such Swap Obligations or derivative instruments, and bank and letter of credit fees and costs of surety bonds in connection with financing activities,

(iv) provision for all taxes (whether paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any),

(v) any extraordinary losses,

(vi) any cash dividends or distributions actually received from any Person accounted for by the Borrower or any of its Subsidiaries on the equity or cost method (it being understood that distributions received by the Borrower or any of its Subsidiaries from Television Food Network in respect of any quarterly period shall be deemed received during the immediately subsequent quarterly period (even if actually received after the last day of such subsequent quarterly period)),

(vii) Non-Cash Charges,

(viii) pension expense for single-employer qualified defined benefit pension plans sponsored by Tribune Media Company determined in accordance with GAAP,

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(ix) [Reserved],

(x) unusual or non-recurring charges (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), severance costs, relocation costs, integration and facilities’ opening costs, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, costs associated with tax projects/audits and costs consisting of professional, consulting or other fees relating to any of the foregoing,

(xi) any fees and costs associated with the Bankruptcy Proceedings incurred by the Borrower and its Restricted Subsidiaries,

(xii) actual net losses resulting from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(xiii) any fees, expenses or charges (other than depreciation or amortization expense as described in the preceding clauses (i) and (ii)) related to any completed or proposed issuance of Equity Interests, investment, acquisition, disposition or recapitalization permitted hereunder or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a Permitted Refinancing thereof) (in each case, including any such transaction consummated prior to the Closing Date and whether or not any such transactions is successful), including such fees, expenses or charges related to the Obligations and any amendment or other modification of the Obligations or other Indebtedness,

(xiv) business optimization expenses, special items, acquisition and disposition-related expenses and other restructuring charges, accruals or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, plant closure, facility consolidations, retention, severance, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge or reserve, a Responsible Officer of the Borrower shall have delivered to the Administrative Agent an officers’ certificate specifying and quantifying such expense, charge or reserve,

(xv) the amount of “run rate” cost savings, operating expense reductions, special items and other operating improvements and synergies reasonably projected by the Borrower in good faith to be realized in connection with the Transactions or the implementation of an operational initiative (including the termination, abandonment or discontinuance of

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operations and product lines or in connection with an acquisition or disposition) after the Closing Date (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to subsection 6.02(b), certifying that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably identifiable and factually supportable in the reasonable good faith judgment of the Borrower, and (y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, 24 months after the Closing Date and (II) in all other cases, 24 months after the implementation of the operational initiative, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xv) to the extent duplicative of any expenses or charges otherwise added back to Consolidated EBITDA, whether through a Pro Forma Adjustment or otherwise, for such period and (C) the aggregate amount of “run rate” costs savings, operating expense reductions, special items and other operating improvements and synergies included in Consolidated EBITDA pursuant to this paragraph (xv) during any Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period, calculated after giving effect to any adjustment pursuant to this paragraph (xv),

(xvi) any non-cash loss attributable to the mark-to-market movement in the valuation of Swap Obligations (to the extent the cash impact resulting from such loss has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(xvii) any loss for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative instruments,

(xviii) any gain relating to Swap Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA in such period pursuant to clause (c)(vi) below,

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(xix) cash receipts in such period (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous period and not added back,

(xx) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has received notification from the applicable counterparty or carrier that it intends to indemnify or reimburse such expenses, charges or losses and that there exists reasonable evidence that such amount will in fact be reimbursed by the counterparty or insurer, as applicable, and only to the extent that such amount is (A) not denied by the applicable counterparty or carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), such expenses, charges or losses,

(xxi) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty event or business interruption, and

(xxii) Transaction Costs,

less

(c) without duplication, the sum of the following items (to the extent included in the computation of Consolidated Net Income for such period):

(i) any extraordinary, unusual or non-recurring gains,

(ii) whether or not recurring, non-cash credits and gains resulting from non-operating items (excluding any such non-cash amount in respect of which cash or other assets were received in a prior period or will be received in a future period or which represents the reversal of an accrual or cash reserve for anticipated cash charges in any prior period);

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(iii) the income (or deficit) of any Person accounted for by the Borrower or any of its Subsidiaries on the equity or cost method,

(iv) cash contributions, required to be contributed to the pension per applicable legislation, including, but not limited to the Pension Protection Act of 2006, the Pension Relief Act of 2010, and the Moving Ahead for Progress in the 21st Century Act of 2012, to single-employer qualified defined benefit pension plans sponsored by Tribune Media Company,

(v) actual net gains resulting from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(vi) any non-cash gain attributable to the mark-to-market movement in the valuation of Swap Obligations (to the extent the cash impact resulting from such gain has not been realized) or other derivative instruments pursuant to Accounting Standards Codification 815,

(vii) any income for such period attributable to the early extinguishment of Indebtedness, Swap Contracts or other derivative instruments, and

(viii) any loss relating to Swap Obligations associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (b)(xvi) above,

in each case, as determined on a consolidated basis for the Borrower and its Restricted Subsidiaries; provided that, to the extent included in Consolidated Net Income,

(i) to the extent included in Consolidated Net Income,there shall be excluded in determining Consolidated EBITDA, without duplication, any net unrealized gains and losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the application of FASB ASC 830,

(ii) except for purposes of determining the amount available under clause (b) of the “Cumulative Credit”, there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower, any Restricted Subsidiary of the Borrower or any Related License Corporation during such period (other than any

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Unrestricted Subsidiary or an acquisition by a Related License Corporation from a Borrower Party) to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Closing Date, and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) an adjustment equal to the amount of the Pro Forma Adjustment for such period (including the portion thereof occurring prior to such acquisition or conversion), and

(iii) except for purposes of determining the amount available under clause (b) of the “Cumulative Credit”, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of (other than to a Related License Corporation), closed or classified as discontinued operations (but if operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower, any Restricted Subsidiary of the Borrower or any Related License Corporation during such period (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary of the Borrower that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis.

Notwithstanding anything to the contrary, Consolidated EBITDA (before giving effect to any pro forma adjustments or other adjustments contemplated in the definitions of Pro Forma Basis, Pro Forma Compliance and Pro Forma Effect, including without limitation the Transactions) shall be deemed to be $138,030,000 for the Fiscal Quarter ended September 29, 2013, $177,730,000 for the Fiscal Quarter ended June 30, 2013, $214,040,000 for the Fiscal Quarter ended March 31, 2013, $300,300,000 for the Fiscal

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Quarter ended December 30, 2012, $134,440,000 for the Fiscal Quarter ended September 23, 2012, $248,930,000 for the Fiscal Quarter ended June 24, 2012, $181,110,000 for the Fiscal Quarter ended March 25, 2012 and $269,030,000 for the Fiscal Quarter ended December 25, 2011.

“Consolidated Interest Expense” means for any period, the amount of interest expense, both expensed and capitalized (including the interest component attributable to Capitalized Lease Obligations), of the Borrower and its Restricted Subsidiaries for such period on the aggregate principal amount of their Indebtedness determined on a consolidated basis in accordance with GAAP, after giving effect to any payments, if any, made (less any payments, if any, received) pursuant to obligations under Swap Contracts with respect to such Indebtedness but excluding non-cash deferred financing costs (other than for purposes of the definition of the term “Consolidated EBITDA”).

“Consolidated Lease Expense” means, for any period, all rental expenses of the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with Permitted Sale Leasebacks), but excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income; provided that Consolidated Lease Expense shall not include (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to the Transaction and pursuant to a Permitted Acquisition (or similar Investment) or Asset Swap Transaction to the extent that such rental expenses relate to operating leases (i) in effect at the time of (and immediately prior to) such acquisition and (ii) related to periods prior to such acquisition, (c) Capitalized Lease Obligations, all as determined on a consolidated basis in accordance with GAAP and (d) any one time effects at the time of applying purchase accounting.

“Consolidated Net Income” means for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (to the extent otherwise included therein), without duplication, (a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries, (b) for purposes of (i) the definition of “Excess Cash Flow” (including, without limitation, the use thereof in the definition of “Cumulative Credit”) or (ii) determining the amount available under clause (b) of the “Cumulative Credit”, the undistributed earnings of any Restricted Subsidiary (other than a Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or applicable Law with respect to such Restricted Subsidiary, (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (d) accruals and reserves that are established or

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adjusted as a result of the Transactions in accordance with GAAP or changes as a result of the adoption or modification of accounting policies during such period and (e) for purposes of (i) the definition of “Excess Cash Flow” (including, without limitation, the use thereof in the definition of “Cumulative Credit”) or (ii) determining the amount available under clause (b) of the “Cumulative Credit”, the income of any Related License Corporation except to the extent of payments actually received by the Borrower or its Restricted Subsidiaries from such Related License Corporation in respect of such period.

“Consolidated Total Assets” means, the consolidated total assets of the Borrower and its Restricted Subsidiaries as set forth on the consolidated balance sheet of the Borrower as of the most recently ended Test Period; provided that, at all times prior to the first delivery of financial statements pursuant to Section 6.01(a) or (b), this definition shall be applied based on the pro forma consolidated balance sheet of the Borrower for the Fiscal Quarter ended September 29, 2013.

“Consolidated Total First Lien Net Debt” means, as of any date of determination, (a) an amount equal to Consolidated Total Net Debt (without regard to clause (b) of the definition thereof) as of such date that is secured by Liens on the Collateral (other than (i) Liens that are junior or subordinated to the Liens on the Collateral securing the Obligations and (ii) Liens on Collateral consisting of property or assets held in defeasance or deposited in trust for redemption, repayment, retirement, satisfaction, discharge or defeasance or similar arrangement for the benefit of the indebtedness secured thereby) as of such date, minus (b) the aggregate amount of Unrestricted Cash as of such date.

“Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total First Lien Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the applicable Test Period, divided by (ii) two.

“Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition or similar Investment), consisting of indebtedness for borrowed money, obligations in respect of all drawn and unreimbursed letters of credit (including any Unreimbursed Amounts), Capitalized Lease Obligations, purchase money Indebtedness, Related License Guarantees and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of Unrestricted Cash as of such date.

“Consolidated Total Net Debt to Consolidated EBITDA Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of the date of determination to (b) (i) Consolidated EBITDA for the applicable Test Period, divided by (ii) two.

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“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date less (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, to the extent otherwise included therein, (i) the current portion of any Funded Debt, (ii) all Indebtedness (including L/C Obligations) under the Revolving Credit Facility or any other revolving facilities available to the Borrower or any of its Restricted Subsidiaries, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes, (v) Non-Cash Compensation Liabilities, (vi) any other liabilities that are not Indebtedness and will not be settled in cash or Cash Equivalents during the next succeeding twelve month period after such date and (vii) the effects from applying purchase accounting.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

“Control Investment Affiliate” means, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity investments in one or more companies.

“Converted Restricted Subsidiary” has the meaning provided in the definition of the term “Consolidated EBITDA.”

“Converted Unrestricted Subsidiary” has the meaning provided in the definition of the term “Consolidated EBITDA.”

“Co-Syndication Agents” means CGMI, DBSI Merrill Lynch and CS Securities.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

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“CS” means Credit Suisse AG.

“CS Securities” means Credit Suisse Securities (USA) LLC.

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to:

(a) $100,000,000, plus

(b) the Retained ECF Amount100.0% of the Consolidated EBITDA of the Borrower for the period (taken as one accounting period) beginning on December 29, 2014 to the end of the Borrower’s most recently ended Fiscal Quarter for which Section 6.01 Financials have been delivered to the Administrative Agent less the product of 1.4 times the Consolidated Interest Expense of the Borrower for the same period, plus

(c) the Net Cash Proceeds of any Permitted Equity Issuance after the Closing Date (other than Excluded Contributions, Cure Amounts and equity contributed to incur Indebtedness pursuant to Section 7.03(u), but including issuances of Indebtedness or Disqualified Equity Issuances after the Closing Date which shall have been subsequently exchanged for or converted into Permitted Equity Issuances) at such time Not Otherwise Applied, plus

(d) in the event that all or a portion of the Cumulative Credit has been applied to make an Investment pursuant to Section 7.02(s) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests of an Unrestricted Subsidiary or any other Investment, an amount equal to the aggregate amount received by the Borrower or any Restricted Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any Restricted Subsidiary) of any such Equity Interests of any such Unrestricted Subsidiary or any such Investment, (ii) any dividend or other distribution by any such Unrestricted Subsidiary or received in respect of any such Investment or (iii) returns of principal, repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such Investment, in each subclause of this clause (d), solely to the extent not included in the determination of clause (b) above, plus

(e) in the event that all or a portion of the Cumulative Credit has been applied to make an Investment pursuant to Section 7.02(s) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and such Unrestricted Subsidiary is thereafter redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or any Restricted Subsidiary, an amount equal to the Fair Market Value of the Investments of the Borrower and the

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Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

(f) any property or casualty insurance claim or condemnation event the Net Cash Proceeds of which, together with the aggregate amount of Net Cash Proceeds of all other such events, are less than $50,000,000, received by the Borrower or any of its Restricted Subsidiaries, in each case since the Closing Date, plus

(g) any Declined Amount,

as such amount may be reduced from time to time after the First Amendment Effective Date to the extent that all or a portion of the Cumulative Credit is applied to make Investments pursuant to Section 7.02(s) after the First Amendment Effective Date, Restricted Payments pursuant to Section 7.06(f) after the First Amendment Effective Date or prepayments, redemptions, purchase, defeasance or other satisfaction of Junior Financing pursuant to Section 7.12(a)(i) after the First Amendment Effective Date.

“Cure Amount” has the meaning specified in Section 8.03.

“Cure Right” has the meaning specified in Section 8.03.

“DBNY” means Deutsche Bank AG New York Branch.

“DBSI” means Deutsche Bank Securities Inc.

“Debt Fund Affiliate” means any Affiliate Lender (other than the Borrower and its Subsidiaries) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course, so long as any such Affiliate Lender is managed as to day-to-day investment decisions with respect to the Term Loans (but excluding, for the avoidance of doubt, as to strategic direction and similar matters) independently from any controlling Affiliate of the Borrower which directly holds equity interests of the Borrower or any Parent Holding Company.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Declined Amounts” has the meaning specified in Section 2.05(c).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (after as well as before judgment), (a) with respect to any overdue principal, the applicable interest rate plus 2.00% per annum (provided that with respect to Eurodollar Rate Loans, the determination of the applicable interest rate is subject to Section 2.02(c) to the extent that Eurodollar Rate Loans may not be converted to, or continued as, Eurodollar Rate Loans, pursuant thereto) and (b) with respect to any other overdue amount, including overdue interest, the interest rate applicable to Base Rate Loans that are Term Loans plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or, solely with respect to a Revolving Credit Lender, under other syndicated credit agreements generally in which it commits to extend credit, (c) has failed, within three Business Days after reasonable request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that no Lender shall be a Defaulting Lender solely by virtue of (x) the ownership or acquisition by a Governmental Authority of any equity interest in that Lender or any direct or indirect parent company thereof so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender or (y) the occurrence of any of the events described in clause (d)(i), (d)(ii) or (d)(iii) of this definition which in each case has been dismissed or terminated prior to the date of this Agreement.

“Designated Non-Cash Consideration” means the Fair Market Value (with Fair Market Value of each item of Designated Non-Cash Consideration being measured on the

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earlier of (i) the date a legally binding commitment for the relevant Disposition (or, if later, for the payment of such item) was entered into and (ii) if no legally binding commitment was entered into, the date of such Disposition, in each case without giving effect to subsequent changes in value) of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with a Disposition made pursuant to Section 7.05(s) that is designated as “Designated Non-Cash Consideration” on the date received pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such Fair Market Value (with the amount of Designated Non-Cash Consideration in respect of any Disposition being reduced for purposes of Section 7.05(s) to the extent the Borrower or any Restricted Subsidiary converts the same to cash or Cash Equivalents within 180 days following the closing of the applicable Disposition).

“Designation Date” has the meaning specified in Section 2.15(f).

“Discount Prepayment Accepting Lender” has the meaning specified in Section 2.05(a)(vi)(B)(b).

“Discount Range” has the meaning specified in Section 2.05(a)(vi)(C)(a).

“Discount Range Prepayment Amount” has the meaning specified in Section 2.05(a)(vi)(C)(a).

“Discount Range Prepayment Notice” means a written notice of the Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(vi) substantially in the form of Exhibit Q.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit R, submitted in response to an invitation to submit offers following the Administrative Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning specified in Section 2.05(a)(vi)(B)(a).

“Discount Range Proration” has the meaning specified in Section 2.05(a)(vi)(C)(c).

“Discounted Prepayment Determination Date” has the meaning specified in Section 2.05(a)(vi)(D)(c).

“Discounted Prepayment Effective Date” in the case of a Borrower Offer of Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offers, five Business Days following the receipt by each relevant Lender of notice from the Administrative Agent in accordance with Section 2.05(a)(vi)(B), Section 2.05(a)(vi)(C) or Section 2.05(a)(vi)(D), as applicable unless a shorter period is agreed to between the Borrower and the Administrative Agent.

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“Discounted Term Loan Prepayment” has the meaning specified in Section 2.05(a)(vi)(A).

“Disinterested Directors” means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Borrower, or one or more members of the Board of Directors of a Parent Holding Company, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding capital stock of the Borrower or any Parent Holding Company or any options, warrants or other rights in respect of such capital stock.

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to the Borrower and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries or to Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided, however, that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrower of any of its Equity Interests to another Person.

“Disposition/Casualty Event Percentage” means 100%; provided that the Disposition/Casualty Event Percentage shall be reduced to 50% if the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to the applicable Disposition or Casualty Event (but not any prepayment of Indebtedness with respect thereto) on the date of receipt of the Net Cash Proceeds shall be less than or equal to 2.00:1.00.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the

27

occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Term Loan Maturity Date in effect at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of officers, directors, employees, consultants or independent contractors of any Parent Holding Company, the Borrower or any Restricted Subsidiary or by any such plan to any such Person, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or a Restricted Subsidiary or any other Person in order to satisfy applicable statutory or regulatory obligations or as a result of such Person’s termination, death or disability.

“Disqualified Lender” has the meaning specified in Section 10.07(b).

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of the Borrower that is not (a) a Foreign Subsidiary or (b) a FSHCO.

“ECF Percentage” means 50%; provided that the ECF Percentage with respect to any Fiscal Year shall be reduced to 0% if the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio as of the last day of such Fiscal Year is less than or equal to 4.00:1.00.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b) (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Loan to such Person under Section 10.07(b)(iii)).

“Environmental Laws” means any and all federal, state, local or municipal and foreign statutes, laws, including applicable common law, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses or governmental restrictions, agreements or requirements relating to pollution, the protection of the environment or human health and safety, the release of Hazardous Materials into the environment or human exposure to Hazardous Materials, including those related to hazardous materials, substances or wastes, air emissions and discharges to public pollution control systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, monitoring or oversight by a

28

Governmental Authority, fines, penalties or indemnities), of or relating to any Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) human exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, registration, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Issuance” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with any Loan Party is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) or insolvent (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate or the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, respectively (other than a standard termination), (e) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (f) the imposition of any liability under Sections 4062, 4063, 4064, 4069, 4201 or 4204 upon any Loan Party or any ERISA Affiliate; (g) the conditions for the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA

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shall have been met with respect to any Plan; or (h) any other similar event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in material liability of the Borrower or any Subsidiary.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

	Eurodollar Base Rate
Eurodollar Rate = 1.00 – Eurodollar Reserve Percentage

where,

“Eurodollar Base Rate” means, for purposes of clause (a) of this definition, the rate per annum equal to (i) BBAICE LIBOR, as published by Reuters (or such other commercially available source providing quotations of BBAICE LIBOR as may be designated by the Administrative Agent from time to timeand as consented to by the Borrower (such consent not to be unreasonably withheld)) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, for purposes of this clause (i), if ICE LIBOR shall be less than zero, such rate shall be deemed to be zero or (ii) if BBAICE LIBOR is not available for such Interest Period, the Interpolated BBAICE LIBOR; provided that, for purposes of this clause (ii), if Interpolated ICE LIBOR shall be less than zero, such rate shall be deemed to be zero and (b) for any interest calculation with respect to a Base Rate Loan on any date, a rate per annum determined by the Administrative Agent pursuant to the following formula:

	Eurodollar Base Rate
Eurodollar Rate = 1.00 – Eurodollar Reserve Percentage

where,

“Eurodollar Base Rate” means, for purposes of clause (b) of this definition, the rate per annum as of such date equal to (i) BBAICE LIBOR, as published by Reuters (or such other commercially available source providing quotations of BBAICE LIBOR as may be designated by the Administrative Agent from time to time and as consented to by the Borrower (such consent not to be unreasonably withheld)) at approximately 11:00 a.m., London time, two London Banking Days prior to such date, for Dollar deposits with a term of one month commencing on that day; provided that, for purposes of this clause (i), if ICE LIBOR shall be less than zero, such rate shall be deemed to be zero or (ii) if BBAICE LIBOR is not available for such Interest Period, the Interpolated BBAICE LIBOR; provided that, for purposes of this clause (ii), if Interpolated ICE LIBOR shall be less than zero, such rate shall be deemed to be zero.

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Notwithstanding the foregoing, at no time shall the Eurodollar Rate for any purpose be less than 1.000.75% per annum with respect to Initial Term B Loans.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Eurodollar Rate.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental, marginal or other reserve requirement) with respect to Eurocurrency funding. The Eurodollar Rate for each outstanding Loan the interest on which is determined by reference to the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means for any Fiscal Year of the Borrower, the excess, if any, of

(a) the sum, without duplication, of

(i) Consolidated Net Income for such Fiscal Year (but excluding, to the extent included in arriving at such Consolidated Net Income, the Net Cash Proceeds of any Recovery Event),

(ii) an amount equal to all Non-Cash Charges to the extent deducted in arriving at such Consolidated Net Income,

(iii) income tax expense to the extent deducted in arriving at such Consolidated Net Income,

(iv) any cash dividends or distributions actually paid from any Person accounted for by the Borrower or any of its Restricted Subsidiaries on the equity or cost method for such Fiscal Year,

(v) pension expense for qualified defined benefit pension plans sponsored by Tribune Media Company determined in accordance with GAAP for such Fiscal Year,

(vi) broadcast rights amortization expense determined on a consolidated basis in accordance with GAAP for such Fiscal Year,

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(vii) decreases in Consolidated Working Capital for such Fiscal Year, decreases in long-term accounts receivable, decreases in long-term deferred production costs and increases in the long-term portion of deferred revenue for such period (except as a result of the reclassification of items from short-term to long-term or vice versa),(other than such decreases or increases, as applicable, arising from acquisitions or Dispositions of assets, business units or property by the Borrower or any of its Restricted Subsidiaries completed during such period),

(viii) an amount equal to the aggregate net non-cash loss on the sale, transfer or other Disposition of assets, business units or property by the Borrower and its Restricted Subsidiaries during such period (other than sales, transfers or other Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and

(ix) cash payments received in respect of Swap Contracts during such period to the extent not included in arriving at such Consolidated Net Income; and

over

(b) the sum, without duplication, of

(i) an amount equal to the aggregate net amount of all non-cash credits and gains included in arriving at such Consolidated Net Income (excluding any such non-cash amount in respect of which cash or other assets were received in a prior period or will be received in a future period or which represents the reversal of an accrual or cash reserve for anticipated cash charges in any prior period) and cash charges included in clauses (a) through (d) of the definition of “Consolidated Net Income”,

(ii) taxes, including penalties and interest, paid in cash during such Fiscal Year,

(iii) the income or loss of any Person accounted for by the Borrower or any of its Subsidiaries on the equity or cost method for such Fiscal Year,

(iv) cash contributions to qualified defined benefit pension plans sponsored by Tribune Media Company for such Fiscal Year,

(v) without duplication of amounts deducted pursuant to clause (xv) below in prior Fiscal Years, cash paid pursuant to contractual obligations for broadcast rights during such Fiscal Year,

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(vi) without duplication of amounts deducted pursuant to clause (xv) below in prior Fiscal Years, the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such Fiscal Year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and except to the extent financed by the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income),

(vii) the aggregate amount of all principal payments of Indebtedness of the Borrower and its Restricted Subsidiaries made during such Fiscal Year (including (A) the principal component of payments in respect of Capitalized Lease Obligations and (B) the amount of any mandatory prepayment of Term Loans actually made pursuant to Section 2.05(b)(ii) and any mandatory redemption or prepayment of Indebtedness secured by the Collateral on a pari passu basis with the Obligations, in the case of this clause (B), that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (1) all other prepayments and/or redemptions of Term Loans and such other Indebtedness and (2) all prepayments of revolving credit loans and swingline loans permitted hereunder made during such period (other than in respect of any revolving credit facility other than the Revolving Credit Loans to the extent there is an equivalent permanent reduction in commitments thereunder)), except to the extent financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

(viii) increases in Consolidated Working Capital for such Fiscal Year, increases in long-term accounts receivable, increases in long-term deferred production costs and decreases in the long-term portion of deferred revenue for such period (except as a result of the reclassification of items from short-term to long-term or vice versa),(other than such increases or decreases, as applicable, arising from acquisitions or Dispositions of assets, business units or property by the Borrower or any of its Restricted Subsidiaries completed during such period),

(ix) an amount equal to the aggregate net non-cash gain on the sale, transfer or other Dispositions of property by the Borrower and its Restricted Subsidiaries during such period (other than a Disposition in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

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(x) cash payments by the Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness, except to the extent that such payments were financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

(xi) without duplication of amounts deducted pursuant to clause (xv) below in prior Fiscal Years, the amount of Investments (other than Investments made pursuant to Sections 7.02(a), (c) (excluding subclause (iv)), (h), (i)(i), (l), (q), (r), (s), (v), (z), (cc), (ff), (gg) or (ii)) and acquisitions made in cash during such period, except to the extent that such Investments and acquisitions were financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

(xii) the amount of Restricted Payments paid in cash during such period (other than pursuant to Section 7.06(a) (with respect to payments made to the Borrower or any Restricted Subsidiary), (c), (f)(2), (g)(i), (g)(ii), (k), (n) or (o)), except to the extent that such Restricted Payments were financed by the issuance or incurrence of Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

(xiii) the aggregate amount of expenditures actually made by the Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, except to the extent that such expenditures were financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

34

(xiv) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, except to the extent that such payments were financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income,

(xv) at the Borrower’s election, without duplication of amounts deducted from Excess Cash Flow in other periods, the aggregate consideration required to be paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to broadcast rights, Permitted Acquisitions (or similar Investments) or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period; provided that to the extent that the aggregate amount of cash actually utilized to finance such broadcast right, Permitted Acquisitions (or similar Investments) or Capital Expenditures during such period of four consecutive fiscal quarters (x) is financed by the issuance or incurrence of long-term Indebtedness by, or the issuance of Equity Interests by, or the making of capital contributions to, the Borrower or any of its Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business or other proceeds not included in Consolidated Net Income (the “Financed Amount”) or (y) is less than the Contract Consideration, the Financed Amount and/or the amount of such shortfall shall, in each case but without duplication, be added to the calculation of Excess Cash Flow, at the end of such period of four consecutive fiscal quarters,

(xvi) cash expenditures made in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income, and

(xvii) to the extent included in arriving at Consolidated Net Income, any income or proceeds, in each case, attributable to a Disposition of Excluded Disposition Assets or any Excluded Disposition Subsidiaries or any transaction consummated pursuant to Section 7.06(n).

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For the avoidance of doubt, any amounts received or paid from proceeds of the Escrow Fund (as defined in the Purchase Agreement) in accordance with the Purchase Agreement, shall be disregarded in calculating Excess Cash Flow.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchanged Term Loan” means each Initial Term Loan (or portion thereof) as to which the Lender thereof has consented to exchange into a Term B Loan and as to which the Joint Lead Arrangers (with the consent of the Borrower) have allocated into a Term B Loan on the First Amendment Effective Date in accordance with the terms hereof.

“Excluded Amount” has the meaning set forth in the definition of Excluded Disposition Assets.

“Excluded Contribution” means a Permitted Equity Issuance (other than Cure Amounts) that is designated as an “Excluded Contribution” in a certificate from a Responsible Officer of the Borrower on the date made and the proceeds of which are irrevocably excluded from the calculation of the Cumulative Credit.

“Excluded Deposit/Securities Account” means (i) any bankruptcy reserve and distribution accounts established in connection with the Plan of Reorganization and (ii) the “Rabbi Trust” accounts, numbers 3800854945 and 3800854953 maintained by the Borrower with Northern Trust Bank.

“Excluded Disposition Assets” means (i) the Equity Interest of and related contractual and other rights in and to CareerBuilder and Classified Ventures and their respective assets, including their respective Subsidiaries, (ii) real property, (iii) any Real Estate Holdco (other than to the extent of any cash or Cash Equivalents held by such Person), (iv) Publishing Assetsand, (v) if after giving Pro Forma Effect to the Disposition thereof and the use of proceeds in connection therewith, without netting any cash proceeds of such Disposition not actually used to prepay, repay, repurchase or redeem any Indebtedness, the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio is less than or equal to 4.253.00:1.00, Television Food Network; provided, that in calculating the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio for purposes of determining if Television Food Network constitutes an Excluded Disposition Asset, the Borrower may not net the cash proceeds received by it or any of its Restricted Subsidiaries in connection with any other Disposition of Excluded Disposition Assets, except to the extent the Borrower has made an irrevocable election to exclude such proceeds from the calculation of the Excluded Disposition Credit (such amount, the “Excluded Amount”).and (vi) any property or assets (other than cash) received by the Borrower or its Restricted Subsidiaries in respect of a substantially concurrent Disposition of any of the assets identified in clauses (i) through (v) of this definition of “Excluded Disposition Assets” pursuant to Section 7.05(w).

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“Excluded Disposition Credit” means an amount equal to the cumulative Net Cash Proceeds of any Disposition pursuant to Section 7.05(w), minus the Excluded Amount.

“Excluded Disposition Subsidiary” means any Person that has no material assets other than Excluded Disposition Assets.

“Excluded Information” has the meaning specified in Section 10.07(k).

“Excluded Property” has the meaning set forth in the Security Agreement.

“Excluded Subsidiary” means any Subsidiary that is (a) a Foreign Subsidiary, (b) an Unrestricted Subsidiary, (c) a FSHCO, (d) (subject to the Borrower’s option to designate any such Subsidiary as not “Excluded”) not wholly owned directly by the Borrower or one or more of its wholly owned Restricted Subsidiaries, (e) an Immaterial Subsidiary that is designated as such by the Borrower, (f) established or created pursuant to Section 7.02(x) and meeting the requirements of the proviso thereto; provided that such Subsidiary shall only be an Excluded Subsidiary for the period immediately prior to such acquisition, (g) a Permitted Receivables Financing Subsidiary, (h) a Subsidiary that is prohibited by applicable Law from guaranteeing the Facilities, or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless, such consent, approval, license or authorization has been received, in each case so long as the Administrative Agent shall have received a certification from a Responsible Officer of the Borrower as to the existence of such prohibition or consent, approval, license or authorization requirement, (i) a subsidiary that is prohibited from guaranteeing the Facilities by any Contractual Obligation in existence on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof), (j) a Subsidiary with respect to which the provision of such guarantee of the Obligations would result in material adverse tax consequences to the Borrower or one of its Subsidiaries (as reasonably determined by the Borrower and notified in writing to the Administrative Agent), (k) a not-for-profit Subsidiary, (l) any Subsidiary to the extent the cost of providing such guarantee is excessive in relation to the value afforded thereby as reasonably agreed by the Borrower and the Administrative Agent, (m) any Subsidiary that is a captive insurance company, (n) [Reserved], (o) (i) Tribune CNLBC, LLC (and any successor in interest thereto), Tribune Sports Network Holdings, LLC (and any successor in interest thereto), Tribune DQ, LLC (and any successor in interest thereto), Tribune DB, LLC (and any successor in interest thereto) and Tribune WFPT, LLC (and any successor in interest thereto), in each case for so long as such entity directly or indirectly owns capital stock in the Chicago Cubs Major League Baseball franchise (or, in the case of Tribune DB, LLC, is a Subsidiary of any such entity), and (ii) Tribune ND, LLC (and any successor in interest thereto) and NBBF, LLC (and any successor in interest thereto), so long as either of them directly owns capital stock in Newsday Holdings, LLC and solely to the extent that, for each of the entities specified in clauses (i) and (ii), such entity acquires no other material property or other assets after the date hereofClosing Date or (p) any other Subsidiary as may be agreed by the Administrative Agent.

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) and Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient pursuant to a law in effect on the date on which (i) in the case of a Lender, such Lender acquires the applicable interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.07) and, in the case of any other Recipient, such Recipient becomes a party hereto or (ii) in the case of any Lender, such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the credit agreement, dated as of December 31, 2012, as amended on or prior to the date hereofClosing Date, among the Borrower, the several lenders from time to time party thereto, and JPMCB, as administrative agent.

“Existing Joint Venture Interests” means the capital stock of and related contractual and other rights in and to any Joint Venture (other than any entity set forth in clause (o) of the definition of Excluded Subsidiary) owned by the Borrower and the Restricted Subsidiaries as of the Closing Date.

“Existing Letters of Credit” means the Letters of Credit issued prior to, and outstanding on, the Closing Date and set forth on Schedule 2.03.

“Existing Loans” has the meaning specified in Section 2.15(a).

“Existing Revolving Loans” has the meaning specified in Section 2.15(a).

“Existing Revolving Tranche” has the meaning specified in Section 2.15(a).

“Existing Term Loans” has the meaning specified in Section 2.15(a).

“Existing Term Tranche” has the meaning specified in Section 2.15(a).

“Existing Tranche” has the meaning specified in Section 2.15(a).

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“Extended Loans” has the meaning specified in Section 2.15(a).

“Extended Revolving Commitments” has the meaning specified in Section 2.15(a).

“Extended Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Extended Revolving Commitments in respect of the applicable Extended Revolving Tranche, as the context may require.

“Extended Revolving Tranche” has the meaning specified in Section 2.15(a).

“Extended Term Loans” has the meaning specified in Section 2.15(a).

“Extended Term Tranche” has the meaning specified in Section 2.15(a).

“Extended Tranche” has the meaning specified in Section 2.15(a).

“Extending Lender” has the meaning specified in Section 2.15(b).

“Extension” has the meaning specified in Section 2.15(b).

“Extension Amendment” has the meaning specified in Section 2.15(c).

“Extension Date” has the meaning specified in Section 2.15(d).

“Extension Election” has the meaning specified in Section 2.15(b).

“Extension Request” has the meaning specified in Section 2.15(a).

“Extension Series” means all Extended Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans provided for therein are intended to be part of any previously established Extension Series) and that provide for the same interest margins.

“Facility” means the Initial Term Loans and the Term Commitments with respect thereto, the Term B Loans and the Term B Commitments with respect thereto, the Initial Revolving Credit Facility, any New Term Facility and any other facility hereunder, as the context may require.

“Fair Market Value” means, with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length, as reasonably determined by the Borrower in good faith.

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“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable), any current or future regulations issued thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation or rules adopted pursuant to any such intergovernmental agreement.

“FCC” means the Federal Communications Commission or any Governmental Authority substituted therefor.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letter” means the Fee Letter, dated as of June 29, 2013 among the Borrower, JPMCB, JPMS, CGMI on behalf of Citi, DBNY, DBSI, BofA, Merrill Lynch, CS and CS Securities, as amended by the Lender Joinder Agreement, dated as of September 3, 2013.

“Final Order” shall mean that action shall have been taken by the FCC (including action duly taken by the FCC’s staff, pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing or reconsideration, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or otherwise terminated.

“Financial Covenant Event of Default” has the meaning specified in Section 8.01(b).

“First Amendment” means the First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

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“First Amendment Effective Date” means June 24, 2015.

“Fiscal Quarter” means successive 13-week periods (each such period to begin on a Monday and end on a Sunday) beginning on the first day following the end of the Borrower’s prior Fiscal Year; provided that for any 53-week Fiscal Year, the last Fiscal Quarter for such Fiscal Year shall consist of a 14-week period from and including the first day following the end of the third Fiscal Quarter of such Fiscal Year through and including the last day of such Fiscal Year; provided further that, if the Borrower has elected to change its Fiscal Year end to December 31st of each year, “Fiscal Quarter” shall mean the three months ended March 31st, June 30th, September 30th and December 31st, respectively.

“Fiscal Year” means the fiscal year of the Borrower ending on the last Sunday in December of each year; provided that, at any time the Borrower may at its option elect for “Fiscal Year” to mean the fiscal year of the Borrower ending December 31st of each year.

“Foreign Asset Sale” has the meaning specified in Section 2.05(d).

“Foreign Benefit Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable Law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by the Borrower or any of its Subsidiaries under applicable Law on account of the complete or partial termination of such Foreign Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable Law and that could reasonably be expected to result in the incurrence of any liability by the Borrower or any of its Subsidiaries, or the imposition on the Borrower or any of its Subsidiaries of, any fine, excise tax or penalty resulting from any noncompliance with any applicable Law.

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Plan” means any benefit plan that, under the applicable Law of any jurisdiction other than the United States, is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Recovery Event” has the meaning specified in Section 2.05(d).

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“Foreign Subsidiary” means any Subsidiary of the Borrower which is neither (a) (i) organized under the laws of the United States, any state thereof or the District of Columbia nor (ii) a FSHCO or (b) any Subsidiary of a Person described in clause (a).

“FoxCo Audited Financial Statements” has the meaning specified in Section 4.01(j).

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations (other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof) and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans (other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof).

“FSHCO” means any Subsidiary (i) that is organized under the laws of the United States, any state thereof or the District of Columbia and (ii) substantially all of the assets of which constitute the equity and/or indebtedness of Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof) and other assets (including cash and Cash Equivalents) incidental thereto.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” means all indebtedness of the Borrower and its Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, as in effect from time to time.

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“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Guarantee” means, as to any Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any such obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary or reasonable indemnity obligations in effect on the Closing Date, or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Subsidiaries of the Borrower listed on Schedule 1 (such Subsidiaries not to include any Excluded Subsidiary) and each other Subsidiary of the Borrower that shall deliver a guaranty or guaranty supplement pursuant to Section 6.12 or otherwise at the election of the Borrower, in each case, unless and until such time as the respective Guarantor is released from all of its obligations under the Guaranty in accordance with the terms and provisions hereof and thereof.

“Guaranty” means the Guaranty, made by each Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty supplement executed and delivered pursuant to Section 6.12.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, materials or wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, urea formaldehyde insulation, infectious or medical wastes and all other substances or wastes of any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant, or words of similar import or for which liability may arise, pursuant to any Environmental Law.

“Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an Affiliate of a Lender or an Agent, or (ii) with respect to Swap Contracts in effect as of the Closing Date, is, as of the Closing Date (or becomes within 30 days after the Closing Date), a Lender or an Agent or an Affiliate of a Lender or an Agent and a party to a Swap Contract, in each case, in its capacity as a party to such Swap Contract.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“ICELIBOR” means the LIBOR Rate as administered by the ICE Benchmark Administration Limitedor, in the event it shall no longer administer such rate, by any successor administrator of such rate.

“Identified Participating Lenders” has the meaning specified in Section 2.05(a)(vi)(C)(c).

“Identified Qualifying Lenders” has the meaning specified in Section 2.05(a)(vi)(D)(c).

“Immaterial Station License” means a Station License necessary for the continued operation of a Broadcast Station, the Consolidated EBITDA attributable to which as of the most recently ended Test Period is less than 10% of the Consolidated EBITDA attributable to the Broadcast Stations (including, for purposes of this definition, WGN America) taken as a whole.

“Immaterial Subsidiary” means any Subsidiary of the Borrower designated as such in writing by the Borrower to the Administrative Agent that, as of the last day of the most recently ended Test Period on or prior to the date of determination for which Section 6.01 financialsFinancials were required to be delivered, has assets representing less than 5% of Consolidated Total Assets and revenues representing less than 5% of consolidated revenues of the Borrower and its Restricted Subsidiaries for such Test Period; provided that (a) the aggregate assets and aggregate annual consolidated revenues of all Immaterial Subsidiaries shall at no time exceed 7.5% of Consolidated Total Assets or 7.5% of

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consolidated revenues of the Borrower and its Restricted Subsidiaries for such Test Period, respectively, and (b) the Borrower will designate in writing to the Administrative Agent from time to time the Restricted Subsidiaries which will cease to be treated as “Immaterial Subsidiaries” in order to comply with the foregoing limitations.

“Increase Supplement” has the meaning specified in Section 2.14(c).

“Incremental Amount” means, at any time, the greater of (x) $1,000,000,000 minus the aggregate amount of any and all Incremental Commitments and New Incremental Indebtedness incurred or issued pursuant to Section 2.14 and Section 2.17, respectively, at or prior to such time in reliance on this clause (x) and (y) the maximum aggregate principal amount of Indebtedness that can be incurred, at such time, such that after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio of the Borrower is less than or equal to 4.50:1.00 (it being understood that (A) Pro Forma Effect shall be given to the entire committed amount of any such Indebtedness (assuming that the entire committed amount thereof is fully drawn on the effective date thereof) and such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause and (B) for purposes of calculating the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio solely for purposes of this definition, (i) any Indebtedness incurred pursuant to clause (x) or (y), (ii) any outstanding Refinancing Indebtedness, Permitted Debt Exchange Notes and Rollover Indebtedness in respect of such Indebtedness and (iii) in each case any Permitted Refinancing thereof incurred pursuant to Section 7.03(b) shall, in each case, be treated as if such amount is Consolidated Total First Lien Net Debt, regardless of whether such amount is actually secured on a pari passu basis with the Obligations).

“Incremental Commitment Amendment” has the meaning specified in Section 2.14(d).

“Incremental Commitments” has the meaning specified in Section 2.14(a).

“Incremental Loans” has the meaning specified in Section 2.14(d).

“Incremental Revolving Commitments” has the meaning specified in Section 2.14(a).

“Incremental Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Incremental Revolving Commitments at such time.

“Incremental Revolving Loan” means Loans made pursuant to Incremental Revolving Commitments.

“Incremental Term Loan” means Loans made pursuant to Incremental Term Loan Commitments.

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“Incremental Term Loan Commitments” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of (i) all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property (other than (w) trade accounts payable in the ordinary course of business, (x) any earn-out obligation until and unless the payment of which has been determined by such Person in good faith to be probable (in the amount so determined), (y) expenses accrued in the ordinary course of business and (z) obligations resulting from take-or pay contracts entered into in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capitalized Lease Obligations;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all (i) Guarantees of such Person in respect of any of the foregoing, (ii) Related License Guarantees of such Person and (iii) Permitted Disposition Transaction Indebtedness of such Person;

provided that Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business and (ii) purchase price

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holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or the foreign equivalent thereof) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt of such Person and (B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Initial Lenders” means each of the Lenders party to the Commitment Letter.

“Initial Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Initial Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Initial Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Initial Revolving Credit Commitment of all Revolving Credit Lenders shall be $300,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

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“Initial Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Initial Revolving Credit Commitments at such time.

“Initial Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Initial Term Commitment” means, as to each Term Lender, its obligation to make Initial Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption “Initial Term Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Initial Term Commitments is $3,773,000,000.

“Initial Term Loans” has the meaning specified in Section 2.01(a).

“Intellectual Property Security Agreements” has the meaning given to such term in the Security Agreement.

“Intercompany Subordination Agreement” means an intercompany subordination agreement, in substantially the form of Exhibit K hereto, or otherwise in form and substance reasonably satisfactory to the Administrative Agent.

“Intercreditor Agreement” means an intercreditor agreement in substantially the form of Exhibit L.

“Intercreditor Agreement Supplement” has the meaning specified in Section 9.14.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; and (c) as to the Non-Exchanged Term Loans, the First Amendment Effective Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter or to the extent consented to by all Appropriate Lenders, twelve months thereafter as selected by the Borrower in a Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the scheduled Maturity Date of the Facility under which such Loan was made.

“InterpolatedBBAICE LIBOR” means, in relation to the Interest Period for any Eurodollar Rate Loan, the rate (rounded upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable BBAICE LIBOR for the longest period (for which that BBAICE LIBOR is available) which is less than such Interest Period, and

(b) the applicable BBAICE LIBOR for the shortest period (for which that BBAICE LIBOR is available) which exceeds such Interest Period,

each as of approximately 11:00 a.m., London time, two London Banking Days prior to the date of such interpolation.

“Investment” means, as to any Person, any direct or indirect investment by such Person, by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of Indebtedness in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such other Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such other Person with respect thereto.

“IRS” means the United States Internal Revenue Service.

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“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Bookrunners” means JPMS, Citi, DBSI, Merrill Lynch and CS Securities.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries and (b) any Person in whom the Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary, including the Existing Joint Venture Interests.

“JPMCB” has the meaning specified in the introductory paragraph to this Agreement.

“JPMS” means J.P. Morgan Securities LLC.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“known to the Borrower” means the actual knowledge (after reasonable inquiry) of a Responsible Officer of the Borrower.

“Latest Term Loan Maturity Date” means, at any date of determination, the latest maturity date applicable to any Tranche of Term Loans hereunder at such time.

“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the date required under Section 2.03(c)(i) or refinanced as a Revolving Credit Borrowing.

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“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means (a) JPMCB, in its capacity as an issuer of standby Letters of Credit hereunder (it being understood that JPMCB shall not be obligated to issue any commercial letters of credit hereunder), (b) solely with respect to the Existing Letters of Credit, Bank of America, N.A., and (c) any other Lender reasonably acceptable to the Borrower and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” means each lender party to this Agreement from time to time and, as the context requires, includes each L/C Issuer and the Swing Line Lender.

“Lender Joinder Agreement” has the meaning specified in Section 2.14(c).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder (including the Existing Letters of Credit). A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer, together with a request for L/C Credit Extension, substantially in the form of Exhibit A-2 hereto.

“Letter of Credit Expiration Date” means the day that is three Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

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“Letter of Credit Sublimit” means an amount equal to $125,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any leases evidencing Capitalized Lease Obligations having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any acquisition by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person permitted by Section 7.02this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of an Initial Term Loan, a Term B Loan, a New Term Loan, an Extended Term Loan, a Specified Refinancing Term Loan, an Initial Revolving Credit Loan, an Incremental Revolving Loan, an Extended Revolving Loan, a Specified Refinancing Revolving Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii)Amendment No. 1 (including any Consents and Joinders thereto, each as defined in Amendment No. 1) (iii) the Notes,(iiiiv) the Guaranty and (ivv) the Collateral Documents.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“Local TV Audited Financial Statements” has the meaning specified in Section 4.01(j)(c).

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Management Group” means directors and members of management of any Parent Holding Company, the Borrower and its Subsidiaries that have ownership interests in Borrower (or such Parent Holding Company) or (in each case) family members or relatives thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Borrower or such Parent Holding Company.

“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities (actual or contingent), financial condition or results of operations of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material adverse effect

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on the ability of the Loan Parties (taken as a whole) to perform their respective obligations under the Loan Documents or (c) a material adverse effect on the rights and remedies of the Lenders or Agents under the Loan Documents.

“Material Guarantor” means any Guarantor which individually constitutes (a) at least 5% of the Borrower’s Consolidated Total Assets as of last day of the most recently ended Test Period on or prior to the date of determination for which Section 6.01 Financials were required to be delivered or (b) at least 5% of the consolidated revenues of the Borrower and its Restricted Subsidiaries for the most recent Test Period on or prior to the date of determination for which Section 6.01 Financials were required to be delivered.

“Maturity Date” means: (a) with respect to the Initial Revolving Credit Facility, the earlier of (i) December 27, 2018 and (ii) the date of termination in whole of the Initial Revolving Credit Commitments, the Letter of Credit Commitments and the Swing Line Commitments pursuant to Section 2.06(a) or 8.02; and (b) with respect to the Initial Term B Loans, the earliest of (i) December 27, 2020 (ii) the date of termination in whole of the Term Commitments pursuant to Section 2.06(a) prior to any Term Borrowing and (iii) the date that the Term Loans are declared due and payable pursuant to Section 8.02.

“Maximum Rate” has the meaning specified in Section 10.10.

“Minimum Exchange Tender Condition” has the meaning specified in Section 2.16(b).

“Minimum Extension Condition” has the meaning specified in Section 2.15(g).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions.

“Net Cash Proceeds” means an amount equal to:

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary and including any proceeds received as a result of unwinding any related Swap Contract in connection with such transaction) over

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(ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and, if such asset constitutes Collateral, any Indebtedness secured by such asset with a Lien ranking pari passu or junior to the Lien securing the Obligations), (B) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary or reasonable fees actually incurred in connection therewith), (C) taxes paid or reasonably estimated to be payable in connection with such Disposition or Casualty Event (or any tax distribution the Borrower may be required to make as a result of such Disposition or Casualty Event) and any repatriation costs associated with receipt by the applicable taxpayer of such proceeds, (D) any costs actually incurred associated with unwinding any related Swap Contract in connection with such transaction, (E) any reserve for adjustment in respect of (x) the sale price of the property that is the subject of such Disposition established in accordance with GAAP and (y) any liabilities associated with such property and retained by the Borrower or any Restricted Subsidiary after such Disposition, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (F) any customer deposits required to be returned as a result of such Disposition and (G) the pro rata portion of the net cash proceeds of any Disposition or Casualty Event by any non-wholly owned Restricted Subsidiary (calculated without regard to this clause (G)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof, and it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any noncash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount, or any offsetting other reserve) of any reserve described in clause (E) above;

(b) with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, other out-of-pocket expenses and other customary or reasonable expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance and any costs actually incurred associated with unwinding any related Swap Contract in connection therewith; and

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(c) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance and in connection with unwinding any related Swap Contract in connection therewith over (ii) the investment banking fees, underwriting discounts and commissions, taxes paid or reasonably estimated to be payable or issuance and other out-of-pocket expenses and other customary or reasonable expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance and any costs actually incurred associated with unwinding any related Swap Contract in connection therewith and, in the case of Indebtedness of any Foreign Subsidiary, deductions in respect of withholding taxes that are or would otherwise be payable in cash if such funds were repatriated to the United States.

“New Incremental Indebtedness” has the meaning specified in Section 2.17(a).

“New Incremental Indebtedness Effective Date” has the meaning specified in Section 2.17(b).

“New Revolving Facility” has the meaning specified in Section 2.14(a).

“New Term Facility” has the meaning specified in Section 2.14(a).

“Non-Cash Charges” means, whether or not recurring, (a) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments pursuant to GAAP, (b) all losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) any one time non-cash impact at the time of applying purchase accounting, (e) the non-cash impact of accounting changes or restatements, including changes in underlying methodologies, and (f) other non-operating or special non-cash charges (provided that, in each case, if any non-cash charge represents an accrual or reserve for any potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements.

“Non-Cash Compensation Liabilities” means any liabilities recorded in connection with stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

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“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Non-Exchanged Term Loan” means each Initial Term Loan (or a portion thereof) other than an Exchanged Term Loan.

“Non-Extending Lender” has the meaning specified in Section 2.15(e).

“Not Otherwise Applied” means, with reference to any amount of Excluded Contribution, the Cumulative Credit or the Excluded Disposition Credit that is proposed to be applied to a particular use or transaction, such amount that (a) was not required to prepay Loans pursuant to Section 2.05(b) and (b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction (including any application thereof as a Cure Right pursuant to Section 8.03).

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party (or, with respect to the Related License Secured Obligations and solely for purposes of the Guaranty, the applicable Related License Corporation) arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement or Related License Secured Obligations, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party (or Related License Corporation, as applicable) of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that (a) obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement or Related License Secured Obligations shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranty, respectively, only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements, any Cash Management Obligations or Related License Secured Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

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“OFAC” has the meaning specified in Section 5.20.

“Offered Amount” has the meaning specified in Section 2.05(a)(vi)(D)(a).

“Offered Discount” has the meaning specified in Section 2.05(a)(vi)(D)(a).

“OID” has the meaning specified in Section 2.14(d).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability company agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, trust or other applicable agreement of formation or organization and, if applicable, any agreement or instrument with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document), or sold or assigned an interest in any Loan or Loan document).

“Other Intercreditor Agreement” means an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.

“Other Taxes” means all present or future stamp, court or documentary, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07).

“Outstanding Amount” means: (a) with respect to any Tranche of Loans or Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such

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date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Parent Holding Company” means any Person of which the Borrower becomes a Subsidiary.

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning set forth in Section 10.07(m).

“Participating Lender” has the meaning specified in Section 2.05(a)(vi)(C)(b).

“PATRIOT Act” has the meaning specified in Section 10.22.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act of 2006, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act of 2006 and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Additional Debt” means senior secured or senior unsecured, senior subordinated or subordinated Indebtedness of the Borrower or its Restricted Subsidiaries (which Indebtedness, if secured, may, to the extent permitted by Section 7.01(gg), either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) consisting of notes or loans under credit agreements, indentures or other similar agreements or instruments or Related License Guarantees; provided that (A) other than in the case of Related License Guarantees, the terms of such Indebtedness do not provide for any mandatory repayment or redemption from asset sales, casualty or condemnation events or excess cash flow on more than a ratable basis with the Term Loans other than, with respect to Indebtedness that is secured on a pari passu basis with the Term Loans, terms of such Indebtedness which may provide for mandatory repayments or redemptions from asset sales, casualty or condemnation events or excess cash flow in a higher percentage than the ECF Percentage or the Disposition/ Casualty Event Percentage or which may not include an analogous provision to Section 2.05(b)(viii), (B) (i) if such Indebtedness (including any Related License

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Guarantee) is being incurred to finance or otherwise incurred in connection with a Permitted Acquisition, Asset Swap Transaction, other similar Investment permitted hereunder (or, in the case of a Related License Guarantee, Disposition permitted hereunder), (x) the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio shall be less than or equal to 6.75:1.00 after giving Pro Forma Effect to the incurrence or assumption of such Indebtedness and the use of proceeds thereof or (y) the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to such incurrence of Indebtedness and the application of proceeds therefrom is less than or equal to the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower immediately prior to such incurrence of Indebtedness or (ii) in connection with any other incurrence of Indebtedness (including any Related License Guarantee), the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio shall be less than or equal to 6.75:1.00 after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof, it being understood, that in each case, Pro Forma Effect shall be given to the entire committed amount of any such Indebtedness (assuming that the entire committed amount thereof is fully drawn on the determination date thereof) and such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (B), (C) if such Indebtedness is secured, such Indebtedness shall be secured only by the Collateral and subject to the Intercreditor Agreement or an Other Intercreditor Agreement, (D) other than in the case of Related License Guarantees, the final maturity date shall be equal to or later than the final maturity date of, and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of, the latest Tranche of Term Loans at the time of such incurrence (other than an earlier maturity date and/or a shorter Weighted Average Life to Maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter Weighted Average Life to Maturity than the latest Tranche of Term Loans), (E) other than in the case of a Related License Guarantee, such Indebtedness shall not be guaranteed by any Person that is not a Guarantor and (F) in the case of a Related License Guarantee, such guarantee shall not be provided by any Borrower Party that is not a Loan Party.

“Permitted Debt Exchange” has the meaning specified in Section 2.16(a).

“Permitted Debt Exchange Notes” has the meaning specified in Section 2.16(a).

“Permitted Debt Exchange Offer” has the meaning specified in Section 2.16(a).

“Permitted Disposition Transaction Indebtedness” means an unsecured Guarantee of the Borrower and/or one or more of its Restricted Subsidiaries with respect to Indebtedness incurred by the acquiror of any property (whether by purchase, through receipt of an Investment or other contribution or otherwise) from the Borrower or any Restricted Subsidiary in any disposition transaction permitted under Section 7.05 or

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Investment permitted under Section 7.02, as applicable, which Indebtedness is incurred in connection with or for the purpose of effecting such applicable disposition (or, to pay a distribution to the Borrower and/or one or more of its Restricted Subsidiaries substantially concurrently with the Investment or contribution of such property), together with any unsecured Guarantee of the Borrower and/or one or more of its Restricted Subsidiaries with respect to any Refinancings of such Indebtedness or earlier Refinancings of such Indebtedness; provided that the principal amount (or if issued with original issue discount, an aggregate issue price) of such Indebtedness does not exceed the principal amount of the Indebtedness so Refinanced except by an amount equal to accrued and unpaid interest and any premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized and letters of credit undrawn thereunder.

“Permitted Equity Issuance” means any capital contribution to the Borrower (or any Parent Holding Company) (other than with respect to Disqualified Equity Interests) or sale or issuance of any Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any Parent Holding Company), the proceeds of which are, in the case of a capital contribution to any Parent Holding Company or issuance of Equity Interests by a Parent Holding Company, contributed to the common equity of the Borrower.

“Permitted Holders” means the collective reference to (i) Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., or JPMCB and their respective Control Investment Affiliates (but excluding any operating portfolio companies of the foregoing), (ii) the Management Group; provided that, for purposes hereof and the definition of “Change of Control”, the outstanding voting stock of the Borrower or the Parent Holding Company, as applicable, beneficially owned by the Management Group in excess of 10% of the aggregate amount thereof shall be disregarded solely for purposes of determining the amount deemed to be held by Permitted Holders, (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Closing Date) of which the Persons described in clauses (i) and (ii) are members; provided that, without giving effect to the existence of such group or any other group, the Persons described in clauses (i) and (ii), collectively, beneficially own Voting Equity Interests representing more than 50% of the total voting power of the Voting Equity Interests held by such group and (iv) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of capital stock of any Relevant Parent Entity or the Borrower.

“Permitted Receivables Financing” means any Receivables Financing of a Permitted Receivables Financing Subsidiary that meets the following conditions: (a) such Permitted Receivables Financing (including financing terms, covenants, termination events and other provisions) shall be in the aggregate economically fair and reasonable to the Borrower and its Subsidiaries (other than any Permitted Receivables Financing

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Subsidiary), on the one hand, and the Permitted Receivables Financing Subsidiary, on the other, (b) all sales and/or contributions of Permitted Receivables Financing Assets to the Permitted Receivables Financing Subsidiary shall be made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms for similar transactions and may include Standard Securitization Undertakings; provided that a Responsible Officer of the Borrower shall have provided a certificate to such effect to the Administrative Agent at least five Business Days prior to the incurrence of such Permitted Receivables Financing, together with a reasonably detailed description of the material terms and conditions of such Permitted Receivables Financing or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in the foregoing clauses (a), (b) and (c), which certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects).

“Permitted Receivables Financing Assets” means the accounts receivable subject to a Permitted Receivables Financing, and related assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivables, and the proceeds thereof.

“Permitted Receivables Financing Fees” means reasonable and customary distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Permitted Receivables Financing Subsidiary in connection with, any Permitted Receivables Financing.

“Permitted Receivables Financing Subsidiary” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Borrower or any of its Restricted Subsidiaries makes an Investment and to which the Borrower or any of its Restricted Subsidiaries transfers Permitted Receivables Financing Assets) that engages in no activities other than in connection with the financing of Permitted Receivables Financing Assets of the Borrower and the Restricted Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Borrower (as provided below) as a Permitted Receivables Financing Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any of the Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any of the

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Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower (as determined by the Borrower in good faith) and (c) to which none of the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Borrower giving effect to such designation and a certificate executed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, repurchase, exchange or extension (collectively, a “Refinancing” and “Refinance” and “Refinanced” shall have correlative meanings) of any Indebtedness of such Person; provided that (a) the principal amount (or if issued with original issue discount, an aggregate issue price) thereof does not exceed the principal amount of the Indebtedness so Refinanced except by an amount equal to accrued and unpaid interest and a reasonable premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such Refinancing and by an amount equal to any existing commitments unutilized and letters of credit undrawn thereunder; (b) other than with respect to a Refinancing of Indebtedness permitted by Section 7.03(f) or (g) or a Related License Guarantee, such Refinancing has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced (other than an earlier maturity date and/or shorter Weighted Average Life to Maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter Weighted Average Life to Maturity than the maturity date of the Indebtedness being Refinanced); (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations, such Refinancing is subordinated in right of payment to the Obligations on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced (as determined by the Borrower in good faith); (d) if the Indebtedness being Refinanced is secured by a junior-priority security interest in the

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Collateral and/or subject to any intercreditor arrangements for the benefit of the Lenders, such Refinancing is secured and subject to intercreditor arrangements on terms, taken as a whole, as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced (as determined by the Borrower in good faith); (e) such Refinancing is incurred by the Person who is the obligor or guarantor (or any successor thereto) on the Indebtedness being Refinanced and (f) if the Indebtedness being Refinanced is a Related License Guarantee, such Refinancing is a Related License Guarantee.

“Permitted Sale Leaseback” means any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries pursuant to Section 7.05(e).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (other than a Multiemployer Plan) within the meaning of Section 3(3) of ERISA that is maintained or is contributed to by a Loan Party or any ERISA Affiliate and is subject to Title IV of ERISA or the minimum funding standards under Section 412 of the Code or Section 302 of ERISA.

“Plan of Reorganization” means, the Plan of Reorganization described in, and included as an exhibit to, the Borrower’s Disclosure Statement, the final version which was filed with the United States Bankruptcy Court for the District of Delaware on July 19, 2012 and was confirmed by such court on July 23, 2012.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means, collectively, the Pledge Agreement dated the date hereofClosing Date executed by the Loan Parties, substantially in the form of Exhibit G-2, together with each other pledge agreement and pledge agreement supplement executed and delivered pursuant to Section 6.12.

“Pledged Shares” has the meaning specified in the Pledge Agreement.

“Post-Acquisition Period” shall mean, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the 24^th month immediately following the date on which such Specified Transaction is consummated.

“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a Fiscal Quarter included in any Post-Acquisition Period with respect to the Acquired EBITDA of the applicable Pro Forma Entity or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a

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result of (a) actions taken, prior to or during such Post-Acquisition Period, for the purposes of realizing reasonably identifiable and factually supportable cost savings and synergies, or (b) any additional costs incurred prior to or during such Post-Acquisition Period in connection with the combination of the operations of such Pro Forma Entity with the operations of the Borrower and the Restricted Subsidiaries; provided that so long as such actions are taken prior to or during such Post-Acquisition Period or such costs are incurred prior to or during such Post-Acquisition Period it may be assumed, for the purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings and synergies will be realizable during the entirety of such Test Period, or such additional costs will be incurred during the entirety of such Test Period; provided, further, that (x) any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings, synergies or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period and (y) the aggregate amount of “run rate” costs savings, operating expense reductions, special items and other operating improvements and synergies included in Consolidated EBITDA pursuant to any “Pro Forma Adjustment” (or any determination of “Pro Forma Basis,” “Pro Forma Compliance” or “Pro Forma Effect” for any Test Period, together with any adjustment to Consolidated EBITDA pursuant to paragraph (xv) of the definition thereof, during any such Test Period, shall not exceed 20% of Consolidated EBITDA for such Test Period, calculated after giving effect to any adjustment pursuant to any “Pro Forma Adjustment” (or any determination of “Pro Forma Basis,” “Pro Forma Compliance” or “Pro Forma Effect”) or paragraph (xv) of the definition of Consolidated EBITDA.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) historical income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition or other disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of a Subsidiary as a Restricted Subsidiary, shall be included, (b) any repayment, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Equity Interests, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of

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interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of twelve (12) months); provided that “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” in respect of any Specified Transaction shall be calculated in good faith in a reasonable manner in accordance with the terms of this Agreement and certified by a Responsible Officer of the Borrower; provided, further, that the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are (i) (x) reasonably identifiable and (y) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment.”

“Pro Forma Entity” has the meaning specified in the definition of “Acquired EBITDA.”

“Pro Rata Share” means, with respect to each Lender and any Facility or all the Facilities (as the case may be) at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.19), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or the Facilities (and, in the case of any Term Loan Tranche after the applicable borrowing date and without duplication, the principal amount of Term Loans of such Tranche of such Lender) at such time and the denominator of which is the amount of the Aggregate Commitments (and, in the case of any Term Loan Tranche and without duplication, the principal amount of Term Loans of such Tranche) under the applicable Facility or the Facilities at such time; provided that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as applicable.

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, but excluding, solely for purposes of Section 5.08, intellectual property.

“Public Lender” has the meaning specified in Section 6.02.

“Public Side Information” means information with respect to the Borrower and its Subsidiaries and their respective securities that (i) is publicly available, (ii) is not material for purposes of United States federal and state securities laws or (iii) if at any time the Borrower is not a public reporting company, constitutes information of a type that would be publicly available if the Borrower or such Subsidiaries were public reporting companies (as reasonably determined by the Borrower in good faith).

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“Publishing Assets” means, with respect to the Borrower and its Restricted Subsidiaries, any business or line of business (including any minority investments) which is a publishing (including print and digital media) business or a business reasonably related thereto and all assets used and useful for the operation thereof, including Classified Ventures and CareerBuilder. To the extent any assets are used and useful to both the operations of the Publishing Assets and the Broadcast Properties, such assets shall be allocated to one or the other business as determined by the Borrower in good faith.

“Publishing Assets Disposition” means any sale, other disposition or transfer (or series of sales, dispositions and transfers) of Publishing Assets, including by way of a transfer of the Capital Stock of any Person holding no material assets other than Publishing Assets, to a Person other than the Borrower or one of its Restricted Subsidiaries that has resulted in a decrease of Consolidated Total Assets by more than $500,000,000.

“Purchase Agreement” has the meaning specified in the recitals to this Agreement.

“Qualified IPO” means the issuance by the Borrower or any Relevant Parent Entity of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such Equity Interests are listed on a nationally-recognized stock exchange in the U.S.

“Qualifying Lender” has the meaning specified in Section 2.05(a)(vi)(D)(c).

“Ratio-Based Debt Baskets” has the meaning specified in Section 1.10(e).

“Ratio-Based Lien Baskets” has the meaning specified in Section 1.10(f).

“Real Estate Holdco” means any Restricted Subsidiary of the Borrower which has no material assets other than interests in real property, leases in respect thereof and assets reasonably necessary for the operation and management thereof.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which the Borrower or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by the Borrower or any Restricted Subsidiary) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of the Borrower or any Restricted Subsidiary.

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“Recipient” means (a) the Administrative Agent, (b) any Lender, (c) any L/C Issuer and (d) the Swing Line Lender, as applicable.

“Refinancing”, “Refinance” and “Refinanced” have the meanings specified in the definition of “Permitted Refinancing”.

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.20.

“Refinancing Indebtedness” means one or more series of senior unsecured notes or loans, senior secured notes or loans (which Indebtedness, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations), in each case issued in respect of a refinancing of outstanding Indebtedness of the Borrower under any one or more Tranches of Term Loans; provided that, (a) if such Refinancing Indebtedness is secured, then such Refinancing Indebtedness shall be secured solely by the Collateral and subject to the Intercreditor Agreement or an Other Intercreditor Agreement; (b) no Refinancing Indebtedness shall mature prior to the maturity date of the Tranche of Term Loans that is being Refinanced; (c) no Refinancing Indebtedness shall have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Tranche of Term Loans that is being Refinanced; (d) the terms of such Refinancing Indebtedness do not provide for any mandatory repayment or redemption from asset sales, casualty or condemnation events or excess cash flow on more than a ratable basis with the Term Loans other than, with respect to such Indebtedness that is secured on a pari passu basis with the Term Loans, terms of such Indebtedness which may provide for mandatory repayments or redemptions from asset sales, casualty or condemnation events or excess cash flow in a higher percentage than the ECF Percentage or the Disposition/ Casualty Event Percentage or which may not include an analogous provision to Section 2.05(b)(viii); (e) the Net Cash Proceeds, if any, of such Refinancing Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans under the applicable Tranche being so refinanced; and (f) such Refinancing Indebtedness shall not be guaranteed by any Person that is not a Guarantor.

“Register” has the meaning set forth in Section 10.07(c).

“Regulation S-X” means Regulation S-X under the Securities Act.

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“Related Business Assets” means assets (other than cash or Cash Equivalents or assets which would constitute Excluded Disposition Assets) used or useful in a business substantially similar to the lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereofClosing Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.

“Related License Corporation Secured Party” means any Person that is a lender in respect of or other holder of Indebtedness for borrowed money incurred by a Related License Corporation that is designated as a Related License Secured Obligation and in favor of which the Loan Parties have issued a Related License Guarantee.

“Related License Corporation” means (a) any Person (other than a natural person) that, directly or indirectly, owns Station Licenses which the Borrower or one or more of its Restricted Subsidiaries manages pursuant to a Related License Corporation Management Agreement or other similar agreements, in each case, which arrangements (including, any such arrangements entered into in connection with a disposition, Permitted Acquisition, Asset Swap Transaction or other Investment) were entered into based on the Borrower’s good faith determination that such arrangements were necessary or advisable in order for the Borrower or such Restricted Subsidiary to comply with the Communications Laws and designated as a Related License Corporation by the Borrower; provided that at the time of designation of any such Person as a Related License Corporation, the Consolidated EBITDA of Related License Corporations in the aggregate as of the most recently ended Test Period (determined as if references to the Borrower and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” and in each definition embedded therein were references to such Related License Corporations and their Subsidiaries) would not be greater than 50% of Consolidated EBITDA as of the most recently ended Test Period and (b) any Related License Management Company.

“Related License Corporation Management Agreement” means any management or other similar or related agreement put in place with a Related License Corporation on or prior to the Closing Date in connection with the Transactions, or management agreements or other similar or related agreements, similar in substance to those agreements or management or other similar or related agreements that are on terms customary in the industry as determined by the Borrower in good faith.

“Related License Guarantees” means a Guarantee of the Borrower and/or one or more of its Restricted Subsidiaries of third-party Indebtedness for borrowed money incurred by a Related License Corporation.

“Related License Management Company” means any Person (x) which is a joint venture owned in part by a Person described in clause (a) of the definition of Related License Corporation and in part by a Borrower Party, (y) whose primary purpose is to employ personnel associated with the broadcast stations owned by such Person described

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in clause (a) of the definition of Related License Corporation and (z) which has no material assets or liabilities other than in connection with the employment of such personnel.

“Related License Secured Obligations” means the obligations of any Related License Corporation under third-party Indebtedness for borrowed money incurred by such Related License Corporation, that is designated by the Borrower in writing as of the Closing Date or, if later, as of the time of entering into or incurring such obligation to the Administrative Agent as “Related License Secured Obligations” to be secured on a pari passu basis with the other Obligations.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees and advisors of such Person and of such Person’s Affiliates.

“Relevant Parent Entity” means any Parent Holding Company so long as the Borrower is a Subsidiary thereof and such Parent Holding Company is not a Subsidiary of any other Parent Holding Company.

“Relevant Transaction” has the meaning set forth in Section 2.05(b)(ii).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Repricing Transaction” means the prepayment, refinancing, substitution or replacement of all or a portion of the Initial Term B Loans (including, without limitation, as may be effected through any amendment, waiver or consent to this Agreement relating to the interest rate for, or weighted average yield of, the Initial Term B Loans), (a) if the primary purpose of such prepayment, refinancing, substitution, replacement, amendment, waiver or consent is (as reasonably determined by the Borrower in good faith) to refinance the Initial Term B Loans at a lower “effective yield” (taking into account, among other factors, margin, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in BBAICE LIBOR, but including any BBAICE LIBOR floor or similar floor that is higher than the then BBAICE LIBOR), (b) if the prepayment, refinancing, substitution, replacement, amendment, waiver or consent is effectuated by the incurrence by the Borrower or any subsidiary of new indebtedness, such new indebtedness is first lien secured bank financing, and (c) if such prepayment, refinancing, substitution, replacement, amendment, waiver or consent results in first lien secured bank financing having an “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, consistent with generally accepted financial practices, after giving effect to, among other factors, margin, upfront or similar fees or

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original issue discount shared with all providers of such financing (calculated based on assumed four-year average life and without present value discount), but excluding the effect of any arrangement, commitment, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in BBAICE LIBOR, but including any BBAICE LIBOR floor or similar floor that is higher than the then applicable BBAICE LIBOR) that is less than the “effective yield” (as reasonably determined by the Administrative Agent, in consultation with the Borrower, on the same basis) of the Initial Term B Loans prior to being so prepaid, refinanced, substituted or replaced or subject to such amendment, waiver or consent to this Agreement.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitments of, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or any Affiliate Lender shall in each case be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Responsible Officer” means the chief executive officer, director, president, vice president, executive vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party, and, as to any document delivered on the Closing Date (except as otherwise expressly set forth in Section 4.01), any secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted Foreign Subsidiary” means each Restricted Subsidiary that is also a Foreign Subsidiary.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of a Person that is not an Unrestricted Subsidiary. Unless otherwise specified, all references herein to a “Restricted Subsidiary” or to “Restricted Subsidiaries” shall refer to a Restricted Subsidiary or Restricted Subsidiaries of the Borrower.

“Retained ECF Amount” means as at any date of determination, an amount determined on a cumulative basis equal to (a) the amount of Excess Cash Flow for all Fiscal Years of the Borrower in which Excess Cash Flow was a positive number commencing with the Fiscal Year ending December 29, 2014, minus (b) the amount of such Excess Cash Flow required to be offered to prepay the Loans pursuant to Section 2.05(b)(i) during or with respect to such applicable Fiscal Year (without giving effect to any reduction (x) in respect of voluntary prepayments of Indebtedness as provided in clause (B) thereof, (y) as a result of the proviso at the end of Section 2.05(b)(i) or (z) as a result of Section 2.05(d)).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders.

“Revolving Credit Commitment” means an Initial Revolving Credit Commitment, a Supplemental Revolving Commitment, an Incremental Revolving Commitment or an Extended Revolving Commitment, and “Revolving Credit Commitments” means all of them, collectively.

“Revolving Credit Facilities” means all of them collectively.

“Revolving Credit Facility” means the Initial Revolving Credit Facility, any Incremental Revolving Credit Facility, any Extended Revolving Credit Facility and Specified Refinancing Revolving Facility.

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“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” means Initial Revolving Credit Loans (including any Loans made in respect of Supplemental Revolving Commitments which have the same terms as the Initial Revolving Credit Loans), Incremental Revolving Loans, Extended Revolving Loans or Specified Refinancing Revolving Loan, as the context may require.

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Rollover Indebtedness” means Indebtedness of the Borrower issued to any Lender in lieu of such Lender’s pro rata portion of any prepayment of Term Loans made pursuant to Section 2.05(a) or 2.05(b)(iii); provided that (other than in connection with a Refinancing in full of the Term Facility) the terms of any such Indebtedness shall comply with the proviso set forth in the definition of “Refinancing Indebtedness.”

“S&P” means Standard & Poor’s Financial Services LLC, a wholly owned subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which the Borrower or any of the Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any personal property (other than fixtures), whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of.

“Sanctions” has the meaning specified in Section 5.20.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Section 2.15 Additional Amendment” has the meaning specified in Section 2.15(c).

“Section 6.01 Financials” means the financial statements delivered, or required to be delivered, pursuant to Section 6.01(a) or 6.01(b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 6.02(b).

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank, except for any such Cash Management Agreement designated by the Borrower in writing

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to the Administrative Agent as an “unsecured cash management agreement” as of the Closing Date or, if later, as of the time of entering into such Cash Management Agreement.

“Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party and any Hedge Bank, except for any such Swap Contract designated by the Borrower in writing to the Administrative Agent as an “unsecured hedge agreement” as of the Closing Date or, if later, as of the time of entering into such Swap Contract.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each Hedge Bank to the extent it is party to one or more Secured Hedge Agreements, the Cash Management Banks to the extent they are party to one or more Secured Cash Management Agreements, the Related License Corporation Secured Parties and each co-agent or subagent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Article IX.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means, collectively, the Security Agreement dated the date hereofClosing Date executed by certain of the Loan Parties, substantially in the form of Exhibit G-1, together with each other security agreement and security agreement supplement executed and delivered pursuant to Section 6.12.

“Significant Subsidiaries” means Restricted Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Restricted Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

“Single Purpose License Subsidiary” means a Restricted Subsidiary of the Borrower, the sole purpose of which is to hold Station Licenses and that, unless otherwise agreed by the Administrative Agent, does not hold any material property (other than Station Licenses) and does not have any material liabilities (other than its guarantee of the Obligations and any other Indebtedness permitted under Section 7.03).

“Sold Entity or Business” has the meaning provided in the definition of the term “Consolidated EBITDA.”

“Solicited Discount Proration” has the meaning specified in Section 2.05(a)(vi)(D)(c).

“Solicited Discounted Prepayment Amount” has the meaning specified in Section 2.05(a)(vi)(D)(a).

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“Solicited Discounted Prepayment Notice” means an irrevocable written notice of the Borrower Solicitation of Discounted Prepayment Offers made pursuant to 2.05(a)(vi)(D) substantially in the form of Exhibit S.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit T, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning specified in Section 2.05(a)(vi)(D)(a).

“Solvent” and “Solvency” means, with respect to the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transaction (i) the Fair Value of the assets of the Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of the Borrower and its Subsidiaries on a consolidated basis taken as a whole exceeds their Liabilities; (iii) the Borrower and its Subsidiaries on a consolidated basis taken as a whole do not have Unreasonably Small Capital; and (iv) the Borrower and its Subsidiaries taken as a whole will be able to pay their Liabilities as they mature (all capitalized terms used in this definition other than “Borrower” and “Subsidiary” shall have the meaning assigned to such terms in the form of solvency certificate attached hereto as Exhibit I).

“SPC” has the meaning specified in Section 10.07(g).

“Specified Condition” means a condition which shall be satisfied if, (i) with respect to Section 7.02, if as of the date of determination the Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to the relevant Investment, shall be less than or equal to 3.03.50:1.00, (ii) with respect to Section 7.06, if as of the date of determination the Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to the relevant Restricted Payment, shall be less than or equal to 2.53.50:1.00, and (iii) with respect to Section 7.12, if as of the date of determination the Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to the relevant prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, shall be less than or equal to 3.03.50:1.00.

“Specified Discount” has the meaning specified in Section 2.05(a)(vi)(B)(a).

“Specified Discount Prepayment Amount” has the meaning specified in Section 2.05(a)(vi)(B)(a).

“Specified Discount Prepayment Notice” means an irrevocable written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(vi)(B) substantially in the form of Exhibit U.

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“Specified Discount Prepayment Response” means the written response by each Lender, substantially in the form of Exhibit V, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning specified in Section 2.05(a)(vi)(B)(a).

“Specified Discount Proration” has the meaning specified in Section 2.05(a)(vi)(B)(c).

“Specified Existing Tranche” has the meaning specified in Section 2.15(a).

“Specified Purchase Agreement Representations” means the representations made by the Target with respect to the Target and its Subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its Affiliates has the right to terminate the obligations of the Borrower or such Affiliate under the Purchase Agreement or to decline to consummate the Acquisition (in each case pursuant to the terms thereof) as a result of a breach of one or more of such representations in the Purchase Agreement.

“Specified Refinancing Debt” has the meaning specified in Section 2.20.

“Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans.

“Specified Representations” means the representations and warranties made in (to the extent relating to the corporate or other organizational existence of the Borrower or the Guarantors) Section 5.01(a), Section 5.01(b)(ii), Section 5.02 (other than clauses (a) - (c) therein), (to the extent the incurrence of the Loans, the provision of guarantees and granting of security hereunder would contravene the Organization Documents of any Loan Party) Section 5.02(a), Section 5.04, Section 5.13, Section 5.17, (subject to the last paragraph of Section 4.01) Section 5.19 and (to the extent the use of proceeds of the Loans on the Closing Date would violate the PATRIOT Act or OFAC) Section 5.20.

“Specified Third Party Transaction” means any transaction constituting an Investment in or Disposition or Restricted Payment to a Person other than an Unrestricted Subsidiary or a wholly owned Subsidiary of the Borrower that is not a Guarantor.

“Specified Transaction” means any incurrence or repayment, retirement, redemption, satisfaction and discharge or defeasance of Indebtedness (excluding Indebtedness

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incurred for working capital purposes other than pursuant to this Agreement) or Disqualified Equity Interests, any Investment that results in a Person becoming a Subsidiary, any transaction that results in a Person becoming a Related License Corporation, any transaction that results in a Person ceasing to be a Related License Corporation, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Disposition or other disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person by the Borrower, a Restricted Subsidiary or a Related License Corporation, any Disposition or other disposition of a business unit, line of business or division of the Borrower, a Restricted Subsidiary or a Related License Corporation, any Asset Swap Transaction, the cessation of the operations of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, any operational change, or implementation of initiative not in the ordinary course of business or other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires or permits such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities made or provided by the Borrower or any Restricted Subsidiary in connection with a Permitted Receivables Financing that the Borrower has determined in good faith to be reasonable or customary in a Receivables Financing.

“Station Licenses” means (a) with respect to the Borrower or any of its Subsidiaries, all authorizations, licenses or permits issued by the FCC and granted or assigned to the Borrower or any of its Subsidiaries, or under which the Borrower or any of its Subsidiaries has the right to operate any Station, together with any extensions or renewals thereof and (b) with respect to any other Person, all authorizations, licenses or permits issued by the FCC and granted or assigned to such Person, or under which such Person has the right to operate any Broadcast Station, together with any extensions or renewals thereof.

“Stations” means, collectively, the Broadcast Stations owned from time to time by the Borrower and its Subsidiaries.

“Submitted Amount” has the meaning specified in Section 2.05(a)(vi) (C)(a).

“Submitted Discount” has the meaning specified in Section 2.05(a)(vi) (C)(a).

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held, directly or indirectly through one or more

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intermediaries, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Supplemental Revolving Commitments” has the meaning specified in Section 2.14(a).

“Supplemental Term Loan Commitments” has the meaning specified in Section 2.14(a).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any obligations or liabilities under any such master agreement.

“Swap Obligations” means, with respect to any Person, the obligations of such Person under Swap Contracts.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

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“Swing Line Lender” means JPMCB, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate amount of the then available Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Target” has the meaning specified in the recitals to this Agreement.

“Target Material Adverse Effect” means, with respect to the Company, any event, development, change or effect (an “Effect”) that, individually or in the aggregate with any other Effect, (i) materially adversely affects, or would reasonably be expected to materially adversely affect, the business, properties, assets, financial condition or results of operations of the Company, its Subsidiaries and their business and operations, taken as a whole, except that any such Effect to the extent arising out of, resulting from or attributable to any of the following, directly or indirectly, individually or in the aggregate, shall not be considered when determining whether a Target Material Adverse Effect on the Company has occurred: (a) any Effect affecting the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any region in which the Company or any of its Subsidiaries conducts business, (b) any Effect affecting television sales services or programming services generally or the television broadcast industry generally (including legislative or regulatory matters), including any changes to the FCC’s ownership or attribution rules or policies and any developments relating to the FCC’s incentive auction and “repacking” of the television broadcast spectrum, (c) other than for purposes of the representations and warranties contained in Section 4.4 (No Conflicts) and the condition contained in Section 8.2(a) (Company Representations and Covenants) to the extent related to the representations and warranties contained in Section 4.4 (No Conflicts), any Effect relating to or resulting from the execution and delivery of the Purchase Agreement, the announcement or pendency of the Purchase Agreement and the transactions contemplated thereby, the consummation of the transactions contemplated thereby, the identity of Buyer, the compliance with the terms and conditions of the Purchase Agreement or the taking of any action required by the Purchase Agreement or requested by Buyer (which request is made with the consent of the Arrangers (such consent not to be unreasonably withheld or delayed)), (d) any Effect arising in connection with earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or

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underway, (e) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts and circumstances giving rise to such failure may be taken into account to determine whether a Target Material Adverse Effect has occurred), (f) any breach by any Buyer Party of its obligations under the Purchase Agreement or any Ancillary Document (which breach, if intentionally made, is made with the consent of the Arrangers (such consent not to be unreasonably withheld or delayed)), or (g) changes in Law, regulations or GAAP or the interpretation thereof, or any other action by a governmental authority; provided, that any Effect arising out of, or resulting from or attributable to any events described in the foregoing clauses (a), (b), (d) and (g) shall be taken into account in determining whether a Target Material Adverse Effect has occurred, to the extent such events have a disproportionate adverse effect on the Company, its Subsidiaries and their businesses and operations, taken as a whole, relative to other businesses in the industries in which the Company and its Subsidiaries operate, or (ii) with respect to the Company only, materially adversely affects, or would reasonably be expected to materially adversely affect, the ability of any of the Sellers or the Company to perform its obligations under the Purchase Agreement, or to consummate the transactions contemplated by the Purchase Agreement. Capitalized terms used in this definition of “Target Material Adverse Effect” (other than “Purchase Agreement” which has the meaning set forth in this Agreement) shall have the meaning given to them in the Purchase Agreement, and any references to a “Section” shall mean the specified section of the Purchase Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Television Food Network” means Television Food Network, G.P., and any successor in interest thereto.

“Term B Commitment” means, as to each Term Lender, (a) the agreement of such Term Lender to exchange its entire principal amount of its Initial Term Loans (or such lesser amount allocated to it by the Joint Lead Arrangers (with the consent of the Borrower) for an equivalent principal amount of Term B Loans (such amount, with respect to each Term Lender, its “Exchanged Term B Commitment Amount”), as such amount may be adjusted from time to time in accordance with this Agreement and (b) any Additional Term B Commitment. The initial aggregate amount of the Term B Commitments is $3,479,135,000.00, prior to any prepayment of Term B Loans on such date.

“Term B Lender” means, at any time, any Lender has a Term B Commitment to make Term B Loans to the Borrower on the First Amendment Effective Date.

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“Term B Loan” means a term loan that is made or deemed to be made pursuant to Section 2.01(a)(ii).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Facility” means, at any time, (a) prior to the Closing Date, the aggregate Initial Term Commitments of all Term Lenders at such time and, (b) thereafteras of the Closing Date and prior to the First Amendment Effective Date, the aggregate Initial Term Loans of all Term Lenders at such time and (c) thereafter, the aggregate amount of all Term B Loans of all Term Lenders at such time.

“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has an Initial Term Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time.

“Term Loan” means an Initial Term Loan, Term B Loan, New Term LoansLoan, Extended Term Loan or Specified Refinancing Term Loan, as the context may require.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the indebtedness of the Borrower to such Term Lender resulting from the Term Loans made or held by such Term Lender.

“Termination Date” means the earliest to occur of (a) the consummation of the Acquisition with or without funding of the Facilities, (b) June 29, 2014, (c) the date on which the Purchase Agreement is terminated and (d) the termination of the Commitments in full pursuant to Section 2.06(a) or 8.02.

“Test Period” means, as of the date of any determination under this Agreement, the eight consecutive Fiscal Quarters of the Borrower then last ended and for which Section 6.01 Financials have been delivered to the Administrative Agent.

“Threshold Amount” means $100,000,000.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Tranche” means (a) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Initial Term Loans or Initial Term Loan Commitments, (2) New Term Loans with the same terms and conditions made on the

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same day, (3) Term B Loans or Term B Commitments, (4) Extended Term Loans (of the same Extension Series) or (45) Specified Refinancing Term Loans and (b) with respect to Revolving Credit Loans or commitments, refers to whether such Revolving Credit Loans or commitments are (1) Initial Revolving Credit Commitments or Initial Revolving Credit Loans, (2) Incremental Revolving Credit Loans or Incremental Revolving Commitments with the same terms and conditions made on the same day, (3) Extended Revolving Loans (of the same Extension Series) or (4) Specified Refinancing Revolving Loans.

“Transactions” means any or all of the following: (i) the entry into the Purchase Agreement and the consummation of the Acquisition and the other transactions contemplated thereby, (ii) the entry into this Agreement and the Loan Documents and the incurrence of Indebtedness hereunder, (iii) the Transaction Refinancings and (iv) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

“Transaction Costs” means the payment of all fees, costs and expenses incurred in connection with the transactions described in the definition of “Transaction.”

“Tribune Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 30, 2012, and the related consolidated statements of accretion operations, cash flows and equity and total comprehensive income (loss) for such Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto.

“Tribune Financial Statements” means, collectively, (i) the Tribune Audited Financial Statements and (ii) the Tribune Quarterly Financial Statements.

“Tribune Quarterly Financial Statements” has the meaning specified in Section 4.01(j)(e).

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unfunded Advances/Participations” shall mean (a) with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender has made available to the Administrative Agent such Lender’s share of the applicable Borrowing available to the Administrative Agent as contemplated by Section 2.12(b) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the Borrower or made available to the Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of outstanding Swing Line Loans in respect of which any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender

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pursuant to Section 2.04(c) and (c) with respect to any L/C Issuer, the aggregate amount, if any, of amounts drawn under Letters of Credit in respect of which a Revolving Credit Lender shall have failed to make Revolving Credit Loans or L/C Advances to reimburse such L/C Issuer pursuant to Section 2.03(c).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Cash” means, as at any date of determination, the lesser of (a) the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be listed on the consolidated balance sheet of the Borrower as at such date, to the extent such cash and Cash Equivalents are not (a) subject to a Lien securing any Indebtedness or other obligations, other than (i) the Obligations or (ii) any such other Indebtedness permitted hereunder that is subject to the Intercreditor Agreement or any Other Intercreditor Agreement or (b) classified as “restricted” (unless so classified solely because of any provision under the Loan Documents or any other agreement or instrument governing any such other Indebtedness that is subject to the Intercreditor Agreement or any Other Intercreditor Agreement governing the application thereof or because they are subject to a Lien securing the Obligations or other Indebtedness that is subject to the Intercreditor Agreement or any Other Intercreditor Agreement) and (b) $750,000,000.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent (it being understood and agreed that in no event may a Single Purpose License Subsidiary be designated an Unrestricted Subsidiary); provided that the Borrower shall only be permitted to so designate an Unrestricted Subsidiary so long as (1) other than in the case of a designation of an Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction, (i) no Default known to the Borrower or Event of Default has occurred and is continuing or would result therefrom (or, in the case of a designation in connection with a Limited Condition Acquisition, no Default known to the Borrower or Event of Default exists as of the date the definitive acquisition agreement for such Limited Condition Acquisition are entered into), (ii) immediately after giving effect to such designation, either (x) the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to such designation shall be less than or equal to 6.75:1.00 or (y) the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to such designation is less than or equal to the Consolidated Total Net

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Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such designation, (iii) other than in the case of an Excluded Disposition Subsidiary, the Fair Market Value of any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 7.02 and (iv) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of preceding clauses (i) through (iii), as applicable, and containing the calculations required by the preceding clause (ii), or (2) in the case of a designation of an Excluded Disposition Subsidiary in contemplation of or in connection with any Specified Third Party Transaction, (i) no Event of Default has occurred and is continuing or would result therefrom (or, in the case of a designation in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into) and (ii) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of such clause (i), (b) any Subsidiary of an Unrestricted Subsidiary (it being understood and agreed that in no event may a Single Purpose License Subsidiary be an Unrestricted Subsidiary) and (c) any Related License Management Company. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement by written notice to the Administrative Agent (each, a “Subsidiary Redesignation”); provided that (A) no Default known to the Borrower or Event of Default has occurred and is continuing or would result therefrom (or, in the case of a designation in connection with a Limited Condition Acquisition, no Default known to the Borrower or Event of Default exists as of the date the definitive acquisition agreement for such Limited Condition Acquisition are entered into), (B) any Indebtedness and Liens of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time and (C) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower, to the extent applicable, certifying compliance with the requirements of preceding clause (A).

“U.S. Person” means any Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 3.01(f)(ii)(C)(3).

“Voting Equity Interests” means, with respect to any Person, the outstanding Equity Interests of a Person having the power, directly or indirectly, to designate the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining

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installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“WGN America” means, the nationally-distributed television programming service which is distributed by satellite to cable television and satellite television operators and commonly referred to, as of the Closing Date, as WGN America, and any successor in interest thereto.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Withholding Agent” means any Loan Party, the Administrative Agent and (solely with respect to Participants) any Lender.

Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii) The term “including” is by way of example and not limitation.

(iii) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(iv) Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

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(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03. Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect for the period to which the Tribune Audited Financial Statements relate, applied in a manner consistent with that used in preparing the Tribune Audited Financial Statements, except as otherwise specifically prescribed herein; provided that any financial data (including financial ratings and other financial calculations) for periods ending on or prior to December 30, 2012 will not be required to give effect to “fresh-start reporting” under Financial Accounting Standards Board Accounting Standards Codification Topic 852 (or other similar or related accounting principles within GAAP).

(b) If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed) (provided that in the case of any change affecting the computation of the ratio set forth in Section 7.11 either the Borrower or the Required Revolving Lenders may make such negotiation request and any amendment affecting the computation of such ratio for purposes of Section 7.11 shall be subject solely to the approval of the Required Revolving Lenders (not to be unreasonably withheld, conditioned or delayed)); provided that, until so amended, (i) (A) such ratio, basket, requirement or other provision shall continue to be computed or interpreted in accordance with GAAP or the application thereof prior to such change therein and (B) in the case of any relevant calculation, the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to such change in GAAP or the application thereof or (ii) the Borrower may elect to fix GAAP (for purposes of such ratio, basket, requirement or other provision) as of another later date notified in writing to the Administrative Agent from time to time.

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(c) All references herein to (i) consolidated financial statements of the Borrower and (ii) determinations of any amount or ratio for the Borrower and its Restricted Subsidiaries on a consolidated basis or any similar reference, in each case, shall include each Related License Corporation that the Borrower is otherwise required to consolidate in accordance with GAAP.

Section 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05. References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings or standard, as applicable).

Section 1.07. Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically provided in Section 2.12 or as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Administrative Agent at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency; provided that if any basket is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

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Section 1.09. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.10. Pro Forma Calculations.

(a) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement, the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio and the Consolidated Total Net Debt to Consolidated EBITDA Ratio shall be calculated (including for purposes of Sections 2.14 and 2.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable eight quarter period to which such calculation relates, and/or subsequent to the end of such eight quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio and the Consolidated Total Net Debt to Consolidated EBITDA Ratio, as applicable, for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b) and (ii) determining actual compliance (but not Pro Forma Compliance or compliance on a Pro Forma Basis) with the financial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable eight quarter period shall not be given Pro Forma Effect.

(b) For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the financial covenant set forth in Section 7.11 or calculation of the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio or the Consolidated Total Net Debt to Consolidated EBITDA Ratio, (x) in the case of any Pro Forma Compliance required after delivery of financial statements for the Fiscal Quarter ending March 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio permitted for the most recently ended Test Period, or (y) in the case of any such Pro Forma Compliance or ratio calculation required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio permitted for the Fiscal Quarter ending March 30, 2014 and, if no Section 6.01

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Financials have been delivered to the Administrative Agent at such time, such compliance and ratio shall be calculated based on Consolidated EBITDA for the four consecutive fiscal quarters of the Borrower ended December 29, 2013.

(c) With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.11) that requires compliance or Pro Forma Compliance with the financial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Borrower is otherwise required to comply with such covenant under the terms of Section 7.11 at such time.

(d) In connection with any Specified Transaction being taken in connection with a Limited Condition Acquisition, for purposes of (x) determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the financial covenant set forth in Section 7.11 or calculation of the Consolidated Total Net Debt to Consolidated EBITDA Ratio or the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio or (y) testing baskets set forth in Article VII of this Agreement (including baskets measured as a percentage of Consolidated Total Assets), the date of determination, incurrence or establishment, as applicable, shall, at the option of the Borrower, be the time the definitive agreements for such Limited Condition Acquisition are entered into after giving effect to the Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period, and, for the avoidance of doubt, if any of such baskets or ratios are exceeded as a result of fluctuations in such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Conditional Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, prepayments of Junior Financing, Dispositions, fundamental changes under Section 7.04 or the designation of an Unrestricted Subsidiary (but, for the avoidance of doubt, excluding, for purposes of calculating the financial covenant set forth in Section 7.11) on or following the date of such election and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisitions and other Specified Transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, except to the extent that such calculation would result (x) in a lower Consolidated Total Net Debt to Consolidated EBITDA Ratio or Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio, as applicable, or (y) a larger basket than would apply if such calculation was made without giving Pro Forma Effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof).

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(e) For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to (w) either Section 2.14(a) or Section 2.17(a), in each case, in reliance on clause (y) of the definition “Incremental Amount,” (x) Section 7.03(f), (y) Section 7.03(o) or (z) Section 7.03(v) in reliance of the ratio test in clause (B) of the proviso of the definition of Permitted Additional Debt (collectively, the “Ratio-Based Debt Baskets”), any pro forma calculation of the Consolidated Total Net Debt to Consolidated EBITDA Ratio or the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio, as applicable, shall be determined (x) without netting the proceeds thereof and (y) without giving effect to any other incurrence of Indebtedness on the date of determination pursuant to any clause or sub-clause of Section 7.03 other than a Ratio-Based Debt Basket.

(f) For purposes of calculating the amount of Liens permitted to be incurred pursuant to (x) (solely with respect to Indebtedness incurred pursuant to Section 2.14(a) in reliance of clause (y) of the definition of “Incremental Amount”) Section 7.01(a), (y) (solely with respect to Indebtedness incurred pursuant to Section 2.17(a) in reliance of clause (y) of the definition of “Incremental Amount”) Section 7.01(gg)(ii) or (z) Section 7.01(gg)(v) (collectively, the “Ratio-Based Lien Baskets”), any pro forma calculation of the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio shall be determined without giving effect to any other incurrence of Liens on the date of determination pursuant to any clause or sub-clause of Section 7.01 other than a Ratio-Based Lien Basket.

Section 1.11. Calculation of Baskets.

(a) Unless otherwise specified herein, the baskets set forth in Article VII of this Agreement (or in any defined term used in Article VII) shall be tested solely at the time of consummation of the relevant transaction or action utilizing any of such baskets and, for the avoidance of doubt, if any of such baskets are exceeded as a result of fluctuations to Consolidated Total Assets for the most recently completed Test Period after the last time such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded as a result of such fluctuations. If any Indebtedness or Liens securing Indebtedness are incurred to Refinance Indebtedness or Liens securing Indebtedness, in each case, initially incurred in reliance on a basket measured by reference to a percentage of Consolidated Total Assets at the time of incurrence, and such Refinancing would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as the principal amount of such Indebtedness or Indebtedness secured by such Liens, as applicable, does not exceed the principal amount of such Indebtedness or Indebtedness secured by such Liens, as applicable, being Refinanced, plus an amount equal to premiums, defeasance costs and fees and expenses in connection therewith.

(b) For purposes of determining whether the incurrence of any Indebtedness or Lien or the making of any Investment, Disposition, Restricted Payment, Sale Leaseback or prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing complies with any basket that is based upon the greater of a specified Dollar amount and a percentage of Consolidated Total Assets, Consolidated Total Assets shall be calculated on a Pro Forma Basis (including the occurrence of a Publishing Asset Disposition).

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01. The Loans.

(a)The Term Borrowing.

(i) (a) The Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Initial Term Commitment (the “Initial Term Loans”). The Term Borrowing shall consist of Initial Term Loans made simultaneously by the Term Lenders in accordance with their respective Initial Term Commitments. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Term Lender’s Initial Term Commitment shall automatically expire, and each Term Lender shall have no further obligation to make Initial Term Loans.

(ii) Subject to the terms and conditions set forth herein and in the First Amendment, (i) each Term Lender severally agrees to exchange its Exchanged Term Loans, if any, for a principal amount of Term B Loans equal to its Exchanged Term B Commitment Amount on the First Amendment Effective Date and (ii) each Additional Term B Lender severally agrees to make to the Borrower on the First Amendment Effective Date a Term B Loan in a principal amount equal to such Additional Term B Lender’s Additional Term B Commitment.

(iii) On the First Amendment Effective Date, Borrower shall prepay the Non-Exchanged Term Loans with a like amount of the gross proceeds of the Term B Loans, concurrently with the receipt thereof. Borrower shall pay to the Term Lenders existing immediately prior to the effectiveness of the First Amendment all accrued and unpaid interest on the then-outstanding Initial Term Loans to, but not including, the First Amendment Effective Date.

(iv) The Term B Loans shall have the same terms as the Initial Term Loans as set forth in this Agreement and the other Loan Documents before giving effect to the First Amendment, except as modified by the First Amendment; it being understood that the Term B Loans (and all principal, interest and other amounts payable in respect thereof) will constitute “Obligations” under this Agreement and the other Loan Documents.

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(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, an “Initial Revolving Credit Loan”) to the Borrower from time to time on and after the Closing Date, on any Business Day until and excluding the Business Day preceding the Maturity Date for the Initial Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Initial Revolving Credit Commitment; provided, however, that (x) the aggregate amount of Initial Revolving Credit Loans made on the Closing Date shall not exceed $50,000,000 (excluding drawings to finance any OID or upfront fees or other Transaction Costs) and (y) after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Revolving Credit Lender’s Initial Revolving Credit Commitment shall automatically expire, and each Revolving Credit Lender shall have no further obligation to make Revolving Credit Loans.

Section 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than (i) 2:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurodollar Rate Loans, or of any conversion of Eurodollar Rate Loans to Base Rate Loans (provided that with respect to the Term Borrowing consisting of Initial Term Loans on the Closing Date or the Term

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Borrowing consisting of Term B Loans on the First Amendment Effective Date, such notice may be received by the Administrative Agent not later than 9:00 a.m. (New York City time) on the requested date of such Borrowing) and (ii) 12:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans; provided, however, that (other than in case of any Borrowing of Eurodollar Rate Loans on the Closing Date) if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of Interest Period, the applicable notice must be received by the Administrative Agent not later than 2:00 p.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Appropriate Lenders. Each written notice by the Borrower pursuant to this Section 2.02(a) shall be delivered by the Borrower to the Administrative Agent in the form of a Committed Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Tranche is to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

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(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its ratable share of the applicable Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. (New York City time) (or 2:00 p.m. (New York City time) in the case of Base Rate Loans) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith. During the existence of an Event of Default, at the election of the Administrative Agent or the Required Lenders, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than 15 Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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Section 2.03. Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, in the case of Bank of America, N.A., to continue and, for a period of 364 days after the Closing Date (which period may be extended in the sole discretion of Bank of America, N.A.), amend, extend or renew under this Agreement for the account of the Borrower the Existing Letters of Credit issued by it until the scheduled expiration or earlier termination thereof (it being understood and agreed that Bank of America, N.A., shall have no obligation to issue any other Letters of Credit hereunder) and, in the case of each other L/C Issuer, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

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(ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which, in each case, such L/C Issuer in good faith deems material to it;

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal, unless the Required Revolving Lenders and such L/C Issuer have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date;

(D) the issuance of such Letter of Credit would violate one or more generally applicable policies of such L/C Issuer in place at the time of such request;

(E) such Letter of Credit is in an initial stated amount of less than $5,000,000 (or such lesser amount as is acceptable to the applicable L/C Issuer in its sole discretion, but in no event less than $1,000,000), or such Letter of Credit is to be denominated in a currency other than Dollars; or

(F) any Revolving Lender is at that time a Defaulting Lender, if after giving effect to Section 2.19(a)(iv), any Fronting Exposure remains outstanding, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such L/C Issuer with the Borrower or such Lender to eliminate such Fronting Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure.

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(iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

(v) It is agreed that, in the case of a commercial letter of credit, such commercial letter of credit shall in no event provide for time drafts or bankers’ acceptances.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 1:00 p.m. (New York City time) at least three Business Days (or such shorter period or later time as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day not later than 30 days prior to the Maturity Date of the Revolving Credit Facility, unless the Administrative Agent and the L/C Issuer otherwise agree); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the Person for whose account the requested Letter of Credit is to be issued (which must be a Borrower Party);

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and (H) such other matters as the applicable L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment and (4) such other matters as the applicable L/C Issuer may reasonably request. In the event that any Letter of Credit Application includes representations and warranties, covenants and/or events of default that do not contain the materiality qualifiers, exceptions or thresholds that are applicable to the analogous provisions of this Agreement or other Loan Documents, or are otherwise more restrictive, the relevant qualifiers, exceptions and thresholds contained herein shall be incorporated therein or, to the extent more restrictive, shall be deemed for purposes of such Letter of Credit Application to be the same as the analogous provisions herein.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or any Restricted Subsidiary (as designated in the Letter of Credit Application) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the Revolving Credit Facility multiplied by the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit such L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a Business Day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the

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applicable L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such renewal if such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise).

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also (A) deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment and (B) notify each Revolving Credit Lender of such issuance or amendment and the amount of such Revolving Credit Lender’s Pro Rata Share therein.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Each L/C Issuer shall notify the Borrower on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), and the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing interest and fees in respect of any such Letter of Credit). If the Borrower fails to so reimburse such L/C Issuer on such next Business Day, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on such date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds

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available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 3:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate then applicable to Revolving Credit Loans. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount

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required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit issued by it and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

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(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from any Collateral Document or the Guaranty, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower;

provided that the foregoing shall not excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to them and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer.

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(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under any other agreement. None of the applicable L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial letter of credit.

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(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of Credit fee which shall accrue for each Letter of Credit in an amount equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Facility multiplied by the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.19(a)(iv), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account (unless the Borrower has provided Cash Collateral, in which case such fee shall not be due and owing in respect of the portion of the Letter of Credit which has been Cash Collateralized by the Borrower). Such Letter of Credit fees shall be computed on a quarterly basis in arrears and shall be due and payable on the last Business Day of each March, June, September and December, in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account a fronting fee at a rate equal to 0.125% per annum of the maximum amount available to be drawn under each outstanding Letter of Credit. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the quarterly period then ending (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the maximum daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five Business Days of demand and are nonrefundable.

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(j) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Reporting. To the extent that any Letters of Credit are issued by an L/C Issuer other than the Administrative Agent, each such L/C Issuer shall furnish to the Administrative Agent a report detailing the daily L/C Obligations outstanding under all Letters of Credit issued by it, such report to be in a form and at reporting intervals as shall be agreed between the Administrative Agent and such L/C Issuer; provided that in no event shall such reports be furnished at less than weekly intervals.

(l) Existing Letters of Credit. Schedule 2.03 contains a schedule of certain letters of credit issued prior to the Closing Date by the financial institutions listed on such schedule for the account of the Borrower. On the Closing Date (i) such letters of credit, to the extent outstanding, shall be deemed to be Letters of Credit issued pursuant to this Section 2.03 for the account of the Borrower, (ii) the face amount of such letters of credit shall be included in the calculation of L/C Obligations and (iii) all liabilities of the Borrower with respect to such letters of credit shall constitute Obligations.

Section 2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day until the Maturity Date in an aggregate amount not to exceed at any time outstanding the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and

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unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Revolving Credit Facility multiplied by the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which notice may be by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York City time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof and (ii) the requested borrowing date, which shall be a Business Day. The Borrower shall deliver to the Swing Line Lender and the Administrative Agent a written Swing Line Loan Notice, and each telephone notice shall be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, in each case, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice from the Administrative Agent (including at the request of any Revolving Credit Lender) (New York City time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:30 p.m. (New York City time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on their behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of

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the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s committed Loan included in the relevant committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the

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Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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Section 2.05. Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than (x) other than in the case of the repayment of the Initial Term Loans on the First Amendment Effective Date, 11:00 a.m. (New York City time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any date of prepayment of Base Rate Loans or (y) in the case of the repayment of the Term B Loans on the First Amendment Effective Date, 2:00 p.m. (New York City time) on the First Amendment Effective Date; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurodollar Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s ratable share of the relevant Tranche). If such notice is given by the Borrower, subject to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. Subject to Section 2.19, each prepayment of outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the applicable Tranche of Term Loans and to the principal repayment installments thereof as directed by the Borrower (and absent any such direction, in direct order of maturity thereof); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily

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prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York City time) on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, subject to clause (iii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to Section 2.05(a)(i) or (a)(ii) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(iv) If the Borrower (A) (x) makes a voluntary prepayment of any Initial Term B Loans pursuant to Section 2.05(a) pursuant to a Repricing Transaction or (y) makes a prepayment of Initial Term B Loans pursuant to Section 2.05(b)(iii) pursuant to a Repricing Transaction, in each case prior to the six-monthtwelve month anniversary of the ClosingFirst Amendment Effective Date in connection with any Repricing Transaction, or (B) effects any amendment of this Agreement resulting in a Repricing Transaction prior to the six-monthtwelve-month anniversary of the ClosingFirst Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Lenders, a prepayment premium (i) in the case of clause (A) above, in an amount equal to 1.0% of the principal amount prepaid or (ii) in the case of clause (B) above, an amount equal to 1.0% of the principal amount of Initial Term B Loans outstanding immediately prior to such amendment; provided that if any applicable Lender shall be deemed a Non-Consenting Lender for failing to consent to the amendment referred to in clause (B) above and all or any portion of its Initial Term B Loans are assigned to another Lender pursuant to Section 3.07(b) due to such failure, the Borrower shall pay such Non-Consenting Lender a fee equal to 1.0% of the principal amount of the Initial Term B Loans so assigned by such Non-Consenting Lender; provided, further, that, for the avoidance of doubt, such fee shall be paid to the Non-Consenting Lender so replaced and not the replacement Lender. Such amounts shall be due and payable on the date of the effectiveness of such Repricing Transactions.

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(v) Notwithstanding any other provision of this Section 2.05(a), any Lender may, with the consent of the Borrower, elect to accept Rollover Indebtedness in lieu of all or part of such Lender’s pro rata portion of any prepayment of Term Loans, made pursuant to this Section 2.05(a).

(vi) Notwithstanding anything in any Loan Document to the contrary, so long as no Default known to the Borrower or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:

(A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.05(a)(vi); provided that the Borrower shall not initiate any action under this Section 2.05(a)(vi) in order to make a Discounted Term Loan Prepayment unless (1) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date, (2) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender pursuant to this Section 2.05(a)(vi) or (3) if any other Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers, or a Borrower Solicitation of Discounted Prepayment Offers is then outstanding. Any Term Loans prepaid pursuant to this Section 2.05(a)(vi) shall be immediately and automatically cancelled.

(B) Borrower Offer of Specified Discount Prepayment.

(a) Subject to the proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Administrative Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such offer shall specify the aggregate

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Outstanding Amount offered to be prepaid (the “Specified Discount Prepayment Amount”), the Tranches of Term Loans subject to such offer and the specific percentage discount to par value (the “Specified Discount”) of the Outstanding Amount of such Term Loans to be prepaid, (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date designated by the Administrative Agent and approved by the Borrower) (the “Specified Discount Prepayment Response Date”).

(b) Each relevant Lender receiving such offer shall notify the Administrative Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount of such Lender’s Outstanding Amount and Tranches of Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Administrative Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept such Borrower Offer of Specified Discount Prepayment.

(c) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant to this Section 2.05(a)(vi)(B) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount and Tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to the foregoing clause (b); provided that, if the aggregate Outstanding Amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders

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exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective Outstanding Amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Administrative Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate Outstanding Amount and the Tranches of all Term Loans to be prepaid at the Specified Discount on such date, and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the Outstanding Amount, Tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(J) below).

(A) Borrower Solicitation of Discount Range Prepayment Offers.

(a) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Administrative Agent with three Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the relevant Term Loans that the Borrower is willing to prepay at a discount (the “Discount Range Prepayment Amount”), the Tranches of Term Loans subject to

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such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the Outstanding Amount of such Term Loans willing to be prepaid by the Borrower, (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York time, on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by the Borrower) (the “Discount Range Prepayment Response Date”). Each relevant Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans such Lender is willing to have prepaid at the Submitted Discount (the “Submitted Amount”). Any Lender whose Discount Range Prepayment Offer is not received by the Administrative Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(b) The Administrative Agent shall review all Discount Range Prepayment Offers received by it by the Discount Range Prepayment Response Date and will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this Section 2.05(a)(vi)(C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Administrative Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within

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the Discount Range (such Submitted Discount that is the smallest discount to par being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate Outstanding Amount equal to the lesser of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following Section 2.05(a)(vi)(C)(c)) at the Applicable Discount (each such Lender, a “Participating Lender”).

(c) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the Outstanding Amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Administrative Agent shall promptly, and in any case within three (3) Business Days following the Discount Range Prepayment Response Date, notify (w) the Borrower of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount of the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate Outstanding Amount and Tranches of all Term Loans to be prepaid at the Applicable Discount on such date, (y) each Participating Lender of the aggregate Outstanding Amount and Tranches of such Lender to be prepaid at the Applicable Discount on such date, and (z) if

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applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Administrative Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(J) below).

(A) Borrower Solicitation of Discounted Prepayment Offers.

(a) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Administrative Agent with three Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Lender or to each Lender with respect to any Tranche on an individual Tranche basis, (II) any such notice shall specify the maximum aggregate Outstanding Amount of the Term Loans and the Tranches of Term Loans the Borrower is willing to prepay at a discount (the “Solicited Discounted Prepayment Amount”), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000, and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Administrative Agent will promptly provide each relevant Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Administrative Agent (or its delegate) by no later than 5:00 P.M., New York time on the third Business Day after the date of delivery of such notice to the relevant Lenders (or such later date as may be designated by the Administrative Agent and approved by Borrower) (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate Outstanding Amount and Tranches of such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted

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Prepayment Offer is not received by the Administrative Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount to their par value.

(b) The Administrative Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received by it by the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select, at its sole discretion, the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that the Borrower is willing to accept (the “Acceptable Discount”), if any, provided that the Acceptable Discount shall not be an Offered Discount that is larger than the smallest Offered Discount for which the sum of all Offered Amounts affiliated with Offered Discounts that are larger than or equal to such smallest Offered Discount would, if purchased at such smallest Offered Discount, yield an amount at least equal to the Solicited Discounted Prepayment Amount. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Administrative Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Administrative Agent setting forth the Acceptable Discount. If the Administrative Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(c) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Administrative Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Administrative Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) the aggregate Outstanding Amount and the Tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid

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by the Borrower at the Acceptable Discount in accordance with this Section 2.05(a)(vi)(D). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by the Administrative Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer to accept prepayment at an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required proration pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Term Loans pursuant to this Section 2.05(a)(vi)(D) to each Qualifying Lender in the aggregate Outstanding Amount and of the Tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the Outstanding Amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Administrative Agent (in consultation with the Borrower and subject to rounding requirements of the Administrative Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Administrative Agent shall promptly notify (w) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Tranches to be prepaid, (x) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Tranches to be prepaid at the Applicable Discount on such date, (y) each Qualifying Lender of the aggregate Outstanding Amount and the Tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (z) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Administrative

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Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.05(a)(vi)(F) below (subject to Section 2.05(a)(vi)(J) below).

(A) Expenses. In connection with any Discounted Term Loan Prepayment, the Borrower and the Lenders acknowledge and agree that the Administrative Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of reasonable out-of-pocket costs and expenses from the Borrower in connection therewith.

(B) Payment. If any Term Loan is prepaid in accordance with Section 2.05(a)(vi)(B) through (D) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 11:00 A.M. (New York time) on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the Term Loans in inverse order of maturity. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(vi) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable. The aggregate Outstanding Amount of the Tranches of the Term Loans outstanding shall be deemed reduced by the full par value of the aggregate Outstanding Amount of the Tranches of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. The Lenders hereby agree that, in connection with a prepayment of Term Loans pursuant to this Section 2.05(a)(vi) and notwithstanding anything to the contrary contained in this Agreement, (i) interest in respect of the Term Loans may be made on a non-pro rata basis among the Lenders holding such Term Loans to reflect the payment of accrued interest to certain Lenders as provided in this Section 2.05(a)(vi)(F) and (Bii) all subsequent prepayments and repayments of the Term Loans (except as otherwise contemplated by this Agreement) shall be made on a pro rata basis among the respective Lenders based upon the then outstanding principal amounts of the Term Loans then held by the

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respective Lenders after giving effect to any prepayment pursuant to this Section 2.05(a)(vi) as if made at par. It is also understood and agreed that prepayments pursuant to this Section 2.05(a)(vi) shall not be subject to Section 2.05(a)(i).

(C) Other Procedures. To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(a)(vi), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(D) Notice. Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(vi), each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(E) Actions of Administrative Agent. Each of the Borrower and the Lenders acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.05(a)(vi) by itself or through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions in this Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(a)(vi) as well as to activities of the Administrative Agent in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(a)(vi).

(F) Revocation. The Borrower shall have the right, by written notice to the Administrative Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is so revoked, any failure by the Borrower to make any prepayment to a Lender pursuant to this Section 2.05(a)(vi) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).

(G) No Obligation. This Section 2.05(a)(vi) shall not (i) require the Borrower to undertake any prepayment pursuant to this Section 2.05(a)(vi) or (ii) limit or restrict the Borrower from making voluntary prepayments of the Term Loans in accordance with the other provisions of this Agreement.

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(b) Mandatory.

(i) Within 10 Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall prepay, subject to Section 2.05(d), an aggregate principal amount of Term Loans in an amount equal to (A) the ECF Percentage of Excess Cash Flow, if any, for such Fiscal Year (commencing with the Fiscal Year ended on December 29, 2014), minus (B) the sum of (1) the amount of any cash prepayments of the Term Loans made pursuant to Section 2.05(a) during such Fiscal Year, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment (and, in each case, not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (2) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), (2) at the Borrower’s election, all or any amount of any cash prepayment of the Term Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment, including any prepayment at a discount to par pursuant to Section 2.05(a)(vi) in an amount not to exceed the actual cash amount of the repayment, (3) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), the amount of any cash prepayments of the Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year (and not previously applied by the Borrower in such Fiscal Year pursuant to the following clause (4) to reduce the prepayment required by this Section 2.05(b)(i) for the preceding Fiscal Year), and (4) solely to the extent the Revolving Credit Commitments are reduced pursuant to Section 2.06(a) in connection therewith (and solely to the extent of the amount of such reduction), at the Borrower’s election, all or any amount of any cash prepayment of the Revolving Credit Loans made pursuant to Section 2.05(a) after the end of such Fiscal Year and on or prior to the date of such prepayment and (5) the portion of the Excess Cash Flow applied (to the extent the Borrower or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (x) the amount of

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Excess Cash Flow and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness; provided that in each case under clause (B) above, no voluntary prepayment funded with the proceeds of an incurrence of Indebtedness with a maturity date more than twelve months from the date of incurrence thereof (other than Revolving Credit Loans hereunder or loans under any other revolving facility available to the Borrower or any of its Restricted Subsidiaries) may be applied pursuant to clause (B) above to reduce the amount of the prepayment required under this Section 2.05(b)(i); provided, further, that the prepayment set forth in this subsection 2.05(b)(i) shall apply solely to the extent that after giving effect thereto, the Available Liquidity of the Borrower and its Restricted Subsidiaries shall equal or exceed $500,000,000.

(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition (1) to a Loan Party or (2) by a Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party) pursuant to Section 7.05(e), (p), (s), (t), (u), (v) or (to the extent required pursuant to the definition of “Asset Swap Transaction”) (x) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the receipt by the Borrower or such Restricted Subsidiary of aggregate Net Cash Proceeds in excess of $50,000,000 in any Fiscal Year (any such transaction or series of related transactions resulting in Net Cash Proceeds being a “Relevant Transaction”), subject to Section 2.05(d), the Borrower shall (1) give written notice to the Administrative Agent thereof promptly after the date of receipt of such Net Cash Proceeds and (2) except to the extent the Borrower elects in such notice to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B), prepay an aggregate principal amount of Term Loans in an amount equal to the Disposition/Casualty Event Percentage of the Net Cash Proceeds received from such Relevant Transaction within 15 Business Days of receipt thereof by the Borrower or such Restricted Subsidiary; provided that the Borrower may use a portion of the Net Cash Proceeds received from such Relevant Transaction to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Obligations to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Relevant Transaction, in each case in an amount not to exceed the product of (1) the amount of such Net Cash Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and all such other Indebtedness. Notwithstanding anything in the first sentence of this Section 2.05(b)(ii)(A)

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to the contrary, in no event shall any Net Cash Proceeds received by the Borrower or any Restricted Subsidiary with respect to a Disposition of any Excluded Disposition Assets, the Equity Interests of any Excluded Disposition Subsidiary or an Unrestricted Subsidiary that has no material assets other than Excluded Disposition Assets or the Equity Interests of Excluded Disposition Subsidiaries, be required to be applied to repay the Term Loans.

(B) With respect to any Net Cash Proceeds realized or received with respect to any Relevant Transaction at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in the business of the Borrower and its Restricted Subsidiaries (including to make Investments permitted by Section 7.02) within 540 days following receipt of such Net Cash Proceeds (or, if the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 540 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, then within 720 days following receipt of such Net Cash Proceeds); provided, that if such reinvestment relates to an acquisition by the Borrower or any of its Restricted Subsidiaries (whether as a result of a Permitted Acquisition, an Asset Swap Transaction or otherwise) and as of the last day of such 540 day period or 720 day period, as applicable, (as such period may be extended pursuant to this proviso), the sole unsatisfied condition precedent to closing such acquisition (other than any condition that by its terms cannot be satisfied prior to the closing date thereof and immaterial conditions relating to the delivery of certificates, legal opinions and other closing documentation) is the issuance by the FCC of a Final Order with respect to such acquisition, the period specified above shall be extended by a further 90 days; provided further, however, that if any of such Net Cash Proceeds are no longer intended to be so reinvested at any time after the occurrence of the Relevant Transaction (or are not reinvested within such 540 days or 720 days, or such longer period, as applicable), an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.05(b)(ii).

(iii) Upon the incurrence or issuance by the Borrower or any Restricted Subsidiary of any Refinancing Indebtedness, any Specified Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall prepay the Term Loans (or, in the case of the incurrence or issuance of any Refinancing Indebtedness or Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced), in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.

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(iv) Upon the incurrence by the Borrower or any Restricted Subsidiary of any Specified Refinancing Revolving Loans, the Borrower shall prepay an aggregate principal amount of the Tranche of Revolving Credit Loans being refinanced in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary.

(v) If for any reason the sum of the Total Revolving Credit Outstandings at any time exceed the sum of the Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.06), the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the sum of the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect.

(vi) Subject to Section 2.19, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably among the Term Lenders (or, in the case of a prepayment pursuant to Section 2.05(b)(iii) upon the issuance or incurrence of Refinancing Indebtedness or Specified Refinancing Term Loans, ratably among the Term Lenders of the Tranche of Term Loans being prepaid) to the principal repayment installments of the Term Loans (or Tranche thereof) that are due pursuant to Section 2.07(a) as directed by the Borrower (and absent any such direction, in direct order of maturity thereof). Each prepayment of Term Loans pursuant to Section 2.05(b) shall be applied on a pro rata basis to each Tranche of Term Loans (other than in the case of a prepayment pursuant to Section 2.05(b)(iii) upon the issuance or incurrence of Refinancing Indebtedness or Specified Refinancing Term Loans) and to the then outstanding Base Rate Loans and Eurodollar Rate Loans under such Tranche; provided that, (x) at the request of the Borrower, in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis and shall be applied within each Tranche of Term Loans and (y) if there are no Declining Lenders with respect to such prepayment, then the amount thereof shall be applied first to Base Rate Loans under such Tranche to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05.

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(vii) All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05, and, to the extent applicable, any additional amounts required pursuant to Section 2.05(a)(iv).

(viii) The mandatory prepayments set forth in subsections 2.05(b)(i) and 2.05(b)(ii) above will not apply at any time during which the Borrower’s public corporate family rating issued by Moody’s is Baa3 or better and public corporate credit rating issued by S&P is BBB- or better, in each case with a stable outlook.

(ix) Notwithstanding any other provision of this Section 2.05(b), any Lender may, with the consent of the Borrower, elect to accept Rollover Indebtedness in lieu of all or part of such Lender’s pro rata portion of any prepayment of Term Loans, made pursuant to Section 2.05(b)(iii).

(c) Term Lender Opt-Out. With respect to any prepayment of Term Loans pursuant to Section 2.05(b)(i) or (ii), the Borrower may elect, at its option, to allow the Term Lenders to decline to accept the applicable prepayment. The Borrower shall notify the Administrative Agent of any event giving rise to a prepayment under Section 2.05(b)(i) or (ii) at least 10 Business Days prior to the date of such prepayment. Each such notice shall specify the expected date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment that is required to be made under Section 2.05(b)(i) or (ii) (the “Prepayment Amount”) and whether or not the Borrower has elected to allow the Term Lenders to decline to accept such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of any such prepayment notice so received from the Borrower, including the date on which such prepayment is to be made (the “Prepayment Date”). If the Borrower has elected to allow the Term Lenders to decline to accept a prepayment, any Appropriate Lender may decline to accept all (but not less than all) of its share of any such prepayment (any such Lender, a “Declining Lender”) by providing written notice to the Administrative Agent no later than five Business Days after the date of such Appropriate Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If any Appropriate Lender does not give a notice to the Administrative Agent on or prior to such fifth Business Day informing the Administrative Agent that it declines to accept the applicable prepayment, then such Lender will be deemed to have accepted such prepayment. On any Prepayment Date, an amount equal to the Prepayment Amount minus the portion thereof allocable to Declining Lenders, in each case for such Prepayment Date, shall be paid to the Administrative Agent by the Borrower and applied by the Administrative Agent ratably to prepay Term Loans owing to Appropriate Lenders (other than Declining Lenders) in the manner described in Section 2.05(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained by the Borrower (such amounts, “Declined Amounts”).

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(d) Repatriation Issues. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Restricted Foreign Subsidiary giving rise to a mandatory prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event from a Restricted Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow, are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05 but may be retained by the applicable Restricted Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Restricted Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.05(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Asset Sale, any Foreign Recovery Event or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Restricted Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds from any Foreign Asset Sale or Foreign Recovery Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b)(ii) (or, in the case of Excess Cash Flow, a date on or before the date that is twelve months after the date such Excess Cash Flow would have so required to be applied to prepayments pursuant to Section 2.05(b)(i) unless previously repatriated in which case such repatriated Excess Cash Flow shall have been promptly applied to the repayment of the Term Loans pursuant to Section 2.05(b)(i)), (x) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Restricted Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted Foreign Subsidiary or, in the case of such Net Cash Proceeds, by such Restricted Foreign Subsidiary to make Investments.

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Section 2.06. Termination or Reduction of Commitments.

(a)Optional.

(i) (a) Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments; provided that (x) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (y) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (z) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(b) Mandatory.

(i) The aggregate Initial Term Commitments shall be automatically and permanently reduced to zero on the earlier to occur of (A) the date of the Initial Term Borrowing and (B) the Termination Date. The aggregate Term B Commitments shall be automatically and permanently reduced to zero upon the occurrence of the Term Borrowing pursuant to Section 2.01(a)(ii) on the First Amendment Effective Date.

(ii) Upon the incurrence by the Borrower or any Restricted Subsidiary of any commitments with respect to Specified Refinancing Revolving Loans, the Revolving Credit Commitments of the Lenders of the Tranche of Revolving Credit Loans being refinanced shall be automatically and permanently reduced on a ratable basis by an amount equal to 100% of the aggregate principal amount of such commitments.

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(iii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(iv) The aggregate Initial Revolving Credit Commitments shall automatically and permanently be reduced to zero on the earlier to occur of (A) the Termination Date (unless the Closing Date shall have occurred on or before the Termination Date) and (B) the Maturity Date with respect to the Initial Revolving Credit Facility.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Term Commitments, the Letter of Credit Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of Commitments under a Facility, the Commitment of each Lender under such Facility shall be reduced by such Lender’s ratable share of the amount by which such Facility is reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments and unpaid, shall be paid on the effective date of such termination.

Section 2.07. Repayment of Loans.

(a) Term Loans. Beginning with March31September 30, 20142015, the Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate principal amount of all Initial Term B Loans outstanding in consecutive quarterly installments on the dates (or if such day is not a Business Day, the immediately preceding Business Day) as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term B Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term B Loans made as of the ClosingFirst Amendment Effective Date)):

Date	Amount
Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date for the Term Facility	0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term B Loans on the ClosingFirst Amendment Effective Date
Maturity Date for the Term Facility	all unpaid aggregate principal amounts of any outstanding Initial Term B Loans

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(b) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Initial Revolving Credit Facility the aggregate principal amount of all Initial Revolving Credit Loans outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Maturity Date for the Initial Revolving Credit Facility. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay Swing Line Loans in an amount sufficient to eliminate any Fronting Exposure in respect of the Swing Line Loans.

Section 2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurodollar Rate for such Interest Period plus (B) the Applicable Rate for Eurodollar Rate Loans under such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date or conversion date, as the case may be, at a rate per annum equal to the sum of (A) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under the Initial Revolving Credit Facility.

(b) The Borrower shall pay interest on all overdue Obligations hereunder, which shall include all Obligations following an acceleration pursuant to Section 8.02 (including an automatic acceleration) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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(c) Accrued interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that in the event of any repayment or prepayment of any Loan (other than Revolving Credit Loans bearing interest based on the Base Rate that are repaid or prepaid without any corresponding termination or reduction of the Revolving Credit Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share of the Initial Revolving Credit Facility, a commitment fee equal to the Applicable Commitment Fee multiplied by the actual daily amount by which the aggregate Initial Revolving Credit Commitments exceed the sum of (A) the Outstanding Amount of Initial Revolving Credit Loans (for the avoidance of doubt, excluding Swing Line Loans) and (B) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.19. The commitment fee shall accrue at all times from the Closing Date until the Maturity Date for the Initial Revolving Credit Facility, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first full Fiscal Quarter to end following the Closing Date, and on the Maturity Date for the Initial Revolving Credit Facility.

(b) Other Fees. (i) The Borrower shall pay to the Administrative Agent for its own respective account a fee in the amount and at the times specified in the final paragraph of Section 1 of the Fee Letter.

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Section 2.10. Computation of Interest and Fees.

(a) All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual

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days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of such ratio would have resulted in higher interest or fees for any period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and with any such demand by the Administrative Agent being excused), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the applicable L/C Issuer, as the case may be, under Section 2.03(c)(iii), Section 2.03(h) or (i), Section 2.08(b) or under Article VIII. The Borrower’s obligations under this Section 2.10(b) shall survive the termination of the Aggregate Commitments and acceleration of the Loans pursuant to Section 8.02 and the repayment of all other Obligations after an acceleration of the Loans pursuant to Section 8.02. Except in any case where a demand is excused as provided above, any additional interest or fees under this Section 2.10(b) shall not be due and payable until a demand is made for such payment by the Administrative Agent and accordingly, any nonpayment of such interest or fees as a result of any such inaccuracy shall not constitute a Default (whether retroactively or otherwise), and none of such additional amounts shall be deemed overdue or accrue interest at the Default Rate, in each case at any time prior to the date that is five Business Days following such demand.

Section 2.11. Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent pursuant to Section 10.07(c), in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in

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doing so shall not, however, limit the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its accounts or records pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such accounts or records, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such accounts or records shall not limit the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12. Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 4:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its ratable share in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 4:00 p.m.(New York City time) shall be deemed received on the next succeeding Business Day and any

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applicable interest or fee shall continue to accrue. Except as otherwise expressly provided herein, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 3:00 p.m. (New York City time) on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with and at the time required by Section 2.02(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if any Lender does not in fact make its share of the applicable Borrowing available to the Administrative Agent, then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand an amount equal to such applicable share in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If both the Borrower and such Lender pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make its share of any Borrowing available to the Administrative Agent.

(ii) Payments by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such

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assumption, distribute to the Appropriate Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower does not in fact make such payment, then each of the Appropriate Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed by the Administrative Agent to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

(d) Obligations of the Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to fund its participation or to make its payment under Section 9.07.

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

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(g) Unallocated Funds. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s ratable share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other

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communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) the application of Cash Collateral provided for in Section 2.18, (B) the assignments and participations (including by means of a Dutch auction or similar procedures as set forth in Section 2.05(a)(vi)) described in Section 10.07, (C) the incurrence of any Rollover Indebtedness in accordance with Section 2.05(a)(v) or Section 2.05(b)(ix), any Incremental Term Loans or Incremental Revolving Loans in accordance with Section 2.14, any Specified Refinancing Debt in accordance with Section 2.20, any Extension in accordance with Section 2.15 and any Permitted Debt Exchange Notes in accordance with Section 2.16, (D) any loan modification offer described in Section 10.01 or (E) any applicable circumstances contemplated by Sections 2.19 or 3.07.

Section 2.14. Incremental Facilities.

(a) So long as no Event of Default exists or would arise therefrom (or, in the case of an incurrence of Incremental Loans in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower shall have the right, at any time and from time to time after the Closing Date, (i) to request new term loan commitments under one or more new term loan credit facilities to be included in this Agreement (the commitments thereunder, the “Incremental Term Loan Commitments” and each a “New Term Facility”), (ii) to increase the existing Term Loans by requesting new term loan commitments to be added to an existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more new revolving facilities to be included in this Agreement (the “Incremental Revolving Commitments” and each a “New Revolving Facility”) and (iv) to increase the existing Revolving Credit Facility by requesting new revolving credit commitments to be added to an existing Tranche of Revolving Credit Loans (the “Supplemental Revolving Commitments” and, together with the Incremental Term Loan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Commitments, the “Incremental Commitments”) by an amount not to exceed the Incremental Amount (at the time of incurrence or establishment of such Incremental Commitment). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Section 2.14 shall be in a minimum aggregate amount of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amounts as the Administrative Agent may agree).

(b) Each request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental

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Commitments. The Incremental Commitments (or any portion thereof) may be made by any existing Lender or by any other bank or financial institution (other than any Disqualified Lender) (any such bank or other financial institution, an “Additional Lender”); provided that, if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder, to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and (in the case of an Incremental Revolving Commitment only) the consent of any Swing Line Lender or the L/C Issuer (such consent not to be unreasonably withheld or delayed), as the case may be, that may be required pursuant to Section 10.07 (it being understood that any such Additional Lender that is an Affiliate Lender shall be subject to the provisions of Section 10.07(i), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment).

(c) Supplemental Term Loan Commitments and Supplemental Revolving Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans or Tranche of Revolving Loans, as applicable, to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit M-1 (the “Increase Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit M-2 (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register pursuant to which such Lender or Additional Lender agrees to commit to all or a portion of such Incremental Commitment, and in the case of an Additional Lender, to be bound by the terms of this Agreement as a Lender. The Borrower may agree to accept a lesser amount of any Incremental Commitment than originally requested. In the event there are Lenders and Additional Lenders that have committed to an Incremental Commitment in excess of the maximum amount requested (or permitted), then the Borrower shall have the right to allocate such commitments on whatever basis the Borrower determines is appropriate. Upon effectiveness of the Lender Joinder Agreement each Additional Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan and the Supplemental Revolving Commitment shall be an Initial Revolving Credit Commitment, an Incremental Revolving Commitment or Extended Revolving Commitments of a particular Extension Series, as applicable.

(d) Incremental Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall become commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender and the Administrative Agent. An Incremental Commitment Amendment may, without the consent of any other Lender, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative Agent, to effect the provisions of this

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Section 2.14 (including, without limitation, with respect to any Incremental Commitments to be secured on a junior basis by the Collateral, appropriate modifications, if any, to Sections 2.05(b)(vi), 8.02 and 8.04 of this Agreement and to the Guaranty, the Security Agreement and the Pledge Agreement), provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of the Borrower other than the Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Loans (so long as any such Incremental Commitments (and related Obligations) are subject to the Intercreditor Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to the Loans and (C) no Incremental Commitment Amendment may provide for any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Loans; (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) (a) in the case of a New Term Facility, the maturity date and the Weighted Average Life to Maturity of such Incremental Commitments shall be no earlier than or shorter than, as the case may be, the Maturity Date or the Weighted Average Life to Maturity of the Initial Term B Loans, as applicable, and (b) in the case of Incremental Revolving Commitments, the termination date of such Incremental Commitments shall be no earlier than the Maturity Date for the Initial Revolving Credit Commitments and such Incremental Revolving Commitments shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of the Initial Revolving Credit Facility; (iv) the interest rate margins, (subject to Section 2.14(d)(iii)(a)) amortization schedule, original issue discount (“OID”), upfront fees and interest rate floors applicable to the loans made pursuant to the New Term Facilities or New Revolving Facilities shall be determined by the Borrower and the applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any Incremental Term Loans incurred by the Borrower under any New Term Facilities prior to the eighteen-month anniversary of the Closing Date are higher than the applicable interest rate margin for the Initial Term B Loans by more than 50 basis points, then the Applicable Rate for the Initial Term B Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term B Loans is equal to the applicable interest rate margins for such New Term Facilities minus 50 basis points; provided, further, that in determining the applicable interest rate margins for the Initial Term B Loans and the New Term Facilities, (A) OID or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term B Loans or any New Term Facilities in the initial primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the New Term Facilities that are not shared with all Additional Lenders providing such New Term Facilities shall be excluded; (C) any amendments to the Applicable Rate on the Initial Term B Loans that became effective subsequent to the Closing Date but prior to

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the time of such New Term Facilities shall also be included in such calculations and (D) if the New Term Facilities include an interest rate floor greater than the interest rate floor applicable to the Initial Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Rate for the Initial Term B Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Initial Term B Loans set forth in the last sentence of the definition of Eurodollar Rate and Base Rate, respectively, shall be increased by such amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder and (2) class voting and other class protections for any additional credit facilities; and (vi) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower, provided that, to the extent such terms and documentation are not consistent with, the terms and documentation governing the existing Loans (except to the extent permitted by clause (iii), (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent and the Borrower.

Section 2.15. Extension of Term Loans and Revolving Credit Commitments.

(a) The Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches existing at the time of such request (each, an “Existing Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Loans”, and together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.15; provided that (i) no Event of Default shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension, (ii) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate Revolving Credit Commitments) and (iii) any

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applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity dates of such Extended Tranches shall be extended to later dates than the final maturity dates of the Specified Existing Tranche, (y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long as the Weighted Average Life to Maturity of such Extended Tranche would be no shorter than the remaining Weighted Average Life to Maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.15 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans, Term B Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.07. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(b) The Borrower shall provide the applicable Extension Request at least ten (10) Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.15 (each, an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative

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adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.15. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Tranche or Existing Term Tranches are requested to respond to the Extension Request. Any Lender may revoke an Extension Election at any time prior to 5:00 p.m. on the date that is two (2) Business Days prior to the Extension Request Deadline, at which point the Extension Request becomes irrevocable (unless otherwise agreed by Borrower). The revocation of an Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.

(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.15(a), or, in the case of Extended Term Tranches, amortization rates referenced in clause (z) of Section 2.15(a), and which, in each case, except to the extent expressly contemplated by the last sentence of this Section 2.15(c) and notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders. Subject to the requirements of this Section 2.15 and without limiting the generality or applicability of Section 10.01 to any Section 2.15 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.15 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.15 Additional Amendments do not become effective prior to the time that such Section 2.15 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties (if any) as may be required in order for such Section 2.15 Additional Amendments to become effective in accordance with Section 10.01; provided, further, that no Extension Amendment may provide for (i) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Tranches or be guaranteed by any Person other than the Guarantors and (ii) so long as any Existing Term Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Term Tranches (other than Existing Term Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which shall be subject to junior prepayment provisions) on a pro rata or otherwise more favorable basis. Notwithstanding anything to the contrary in Section 10.01, any such Extension Amendment may, without the consent of any other

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Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.15; provided that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.15 Additional Amendment.

(d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(e) If, in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such replacement under this Section 2.15, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Assumption and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.

(f) Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Loans

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deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to the Borrower and the Administrative Agent at least ten (10) Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by or on behalf of the Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended Tranche than was paid to any Extended Lender as consideration for its Extension into such Extended Tranche. Following a Designation Date, the Existing Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.

(g) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.15, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Sections 2.05(a) and (b) and (ii) no Extension Request is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05(a) and (b) and 2.07) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.15.

Section 2.16. Permitted Debt Exchanges.

(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (each of which shall be entitled to agree or decline to participate in such Permitted Debt Exchange Offer in its sole discretion) on a pro rata basis (other than any Lender that, if requested by the Borrower, is unable to certify that it is either a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (as defined in Rule 501 under the Securities Act)) with outstanding Term Loans of a particular Tranche, as selected by the Borrower, the Borrower may from time to time following the Closing Date consummate one or more exchanges of Term Loans of such Tranche in the form of senior secured or senior unsecured, senior subordinated or subordinated notes (which notes, if secured, may

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either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) (such notes, “Permitted Debt Exchange Notes,” and each such exchange a “Permitted Debt Exchange”), so long as the following conditions are satisfied: (i) the aggregate principal amount (calculated on the face amount thereof) of Term Loans exchanged shall be equal to or less than the aggregate principal amount (calculated on the face amount thereof) of Permitted Debt Exchange Notes issued in exchange for such Term Loans plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the exchange, (ii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on the date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation), (iii) such Permitted Debt Exchange Notes shall have a final maturity no earlier than the Maturity Date applicable to the Tranche of Term Loans being exchanged, (iv) the Weighted Average Life to Maturity of such Permitted Debt Exchange Notes shall not be shorter than that of the Tranche of Term Loans being exchanged, (v) such Permitted Debt Exchange Notes shall be unsecured or secured only by the Collateral and subject to the Intercreditor Agreement or an Other Intercreditor Agreement, (vi) such Permitted Debt Exchange Notes shall not be guaranteed by any Person that is not a Guarantor, (vii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount of the applicable Tranche actually held by it) shall exceed the maximum aggregate principal amount of Term Loans offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered, (viii) all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made in consultation with the Administrative Agent, and (ix) any applicable Minimum Exchange Tender Condition shall be satisfied.

(b) With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.16, (i) such Permitted Debt Exchanges (and the cancellation of the exchanged Term Loans in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.05 and (ii) such Permitted Debt Exchange Offer shall be made for not less than $5,000,000 in aggregate principal amount of Term Loans, provided that, subject to the foregoing clause (ii), the Borrower

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may at its election specify as a condition (a “Minimum Exchange Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans be tendered.

(c) In connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of this Section 2.16; provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than five (5) Business Days following the date on which the Permitted Debt Exchange Offer is made.

Section 2.17. New Incremental Indebtedness.

(a) The Borrower may from time to time, upon notice to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured or senior unsecured, senior subordinated or subordinated notes or term loans (which, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) (such notes or term loans, collectively, “New Incremental Indebtedness”) in an amount not to exceed the Incremental Amount (at the time of issuance or incurrence of such New Incremental Indebtedness); provided that any such issuance or incurrence of New Incremental Indebtedness shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.17.

(b) As a condition precedent to the issuance any New Incremental Indebtedness pursuant to this Section 2.17, (i) the Borrower shall deliver to the Administrative Agent a certificate dated as of the date of issuance of the New Incremental Indebtedness (the “New Incremental Indebtedness Effective Date”) signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of New Incremental Indebtedness) approving or consenting to the issuance of such New Incremental Indebtedness, and certifying that the conditions precedent set forth in the following clauses (ii) through (v) have been satisfied, (ii) such New Incremental Indebtedness shall not be Guaranteed by any Person that is not a Guarantor, (iii) such New Incremental Indebtedness will be unsecured or secured only by the Collateral and subject to the Intercreditor Agreement or an Other Intercreditor Agreement, (iv) such New Incremental Indebtedness shall have a final maturity no earlier than the Latest Term Loan Maturity Date (other than an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be

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exchanged for permanent financing which does not provide for an earlier maturity date earlier than the Latest Term Loan Maturity Date), (v) the Weighted Average Life to Maturity of such New Incremental Indebtedness shall not be shorter than that of any Tranche of Term Loans (other than a shorter Weighted Average Life to Maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a shorter Weighted Average Life to Maturity than the maturity date of any Tranche of Term Loans), (vi) such New Incremental Indebtedness shall not be subject to any mandatory redemption or prepayment from asset sales, casualty or condemnation events or excess cash flow on more than a ratable basis with the Term Loans other than, with respect to such Indebtedness that is secured on a pari passu basis with the Term Loans, terms of such Indebtedness which may provide for mandatory repayments or redemptions from asset sales, casualty or condemnation events or excess cash flow in a higher percentage than the ECF Percentage or the Disposition/ Casualty Event Percentage or which may not include an analogous provision to Section 2.05(b)(viii) and (vii) if such New Incremental Indebtedness is in the form of loans and secured on a pari passu basis with the Obligations, (A) the terms and conditions (other than interest, fees, premiums, funding discounts and optional prepayment or redemption terms) of such New Incremental Indebtedness, taken as a whole, shall not be materially less favorable to the Borrower than those set forth in this Agreement (as determined by the Borrower in good faith) and (B) in the event that the applicable interest rate margins for any such New Incremental Indebtedness incurred by the Borrower prior to the eighteen-month anniversary of the Closing Date are higher than the applicable interest rate margin for the Initial Term B Loans by more than 50 basis points, then the Applicable Rate for the Initial Term B Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term B Loans is equal to the applicable interest rate margins for such New Incremental Indebtedness minus 50 basis points; provided, that in determining the applicable interest rate margins for the Initial Term B Loans and the New Incremental Indebtedness, (w) OID or upfront fees payable generally to all participating lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term B Loans or the lenders under any New Incremental Indebtedness in the initial primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity); (x) any arrangement, structuring or other fees payable in connection with the New Incremental Indebtedness that are not shared with all lenders providing such New Incremental Indebtedness shall be excluded; (y) any amendments to the Applicable Rate on the Initial Term B Loans that became effective subsequent to the Closing Date but prior to the time of such New Incremental Indebtedness shall also be included in such calculations and (z) if New Incremental Indebtedness includes an interest rate floor greater than the interest rate floor applicable to the Initial Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Rate for the Initial Term B Loans shall be required, to the extent an increase in the

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interest rate floor for the Initial Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Initial Term B Loans set forth in the last sentence of the definition of Eurodollar Rate and Base Rate, respectively, shall be increased by such amount.

Section 2.18. Cash Collateral.

(a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the applicable L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover 103% of all Fronting Exposure (after giving effect to Section 2.19(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.18(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower and the relevant Defaulting Lender shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.18 or Section 2.03, 2.04, 2.05, 2.06, 2.19 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided prior to any other application of such property, as may be provided for herein.

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(d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default under Section 8.01(a), (f) or (g) or an Event of Default (and following application as provided in this Section 2.18 may be otherwise applied in accordance with Section 8.04) and (y) the Person providing Cash Collateral and the applicable L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.19. Defaulting Lenders.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the applicable L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a noninterest bearing deposit account and released in order to (x) satisfy obligations of that Defaulting Lender to fund Loans under this Agreement and (y) to Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the

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applicable L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the applicable L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.19(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(h).

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(iv) All or any part of such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective “Pro Rata Share” (calculated without regard to such Defaulting Lender’s Commitment); provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default under Section 8.01(a), (f) or (g) exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

(v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.18.

(b) If the Borrower, the Administrative Agent, Swing Line Lender and each L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their ratable shares (without giving effect to Section 2.19(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

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(c) So long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan.

Section 2.20. Specified Refinancing Debt.

(a) The Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance (i) all or any portion of any Tranche of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Tranche of Revolving Credit Loans (or unused Revolving Credit Commitments) under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be Guaranteed by any Person that is not a Guarantor; (iii) will be unsecured or secured only by the Collateral on pari passu or junior basis with the Obligations and shall be subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will have a maturity date that is not prior to the scheduled Maturity Date of the Tranche of Revolving Credit Commitments being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the scheduled Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Tranche of Term Loans being refinanced; (vi) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional and prepayment provisions) that are substantially identical to, or less favorable, taken as a whole to the Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Facilities and Loans being Refinanced (as reasonably determined by the Borrower in good faith, which determination shall be conclusive); and (vi) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Sections 2.05 and 2.06, as applicable; provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Borrower Representative and the Lenders thereof and applicable only during periods after the latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums and expenses).

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(b) The Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the Facility and Loans being refinanced. At the time of sending such notice to such Lenders, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days (or such shorter period as consented to by the Administrative Agent in its reasonable discretion) from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Facility) of such Specified Refinancing Debt. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.

(c) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of reaffirmation agreements, including any supplements or amendments to the Guaranty and the Collateral Documents providing for such Specified Refinancing Debt to be secured thereby, consistent with those delivered on the Closing Date under Section 4.01. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Tranches of Specified Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Tranches, in each case on terms consistent with this Section 2.20.

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(d) Each class of Specified Refinancing Debt incurred under this Section 2.20 shall be in an aggregate principal amount that is (x) not less than $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary, or the provision to the Borrower of Swing Line Loans, pursuant to any revolving credit facility established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.

(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Facilities” and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each L/C Issuer, participations in Letters of Credit expiring on or after the scheduled Maturity Date in respect of the Revolving Tranche shall be reallocated from Lenders holding Revolving Credit Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding extended revolving commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01. Taxes.

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or

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withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then amount so payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional amounts payable under this Section 3.01), the applicable Recipient receives an amount equal to the amount it would have received had no such deduction or withholding been made.

(b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) The Loan Parties shall jointly and severally indemnify each Recipient, within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(m) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set

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off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) (i) If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, the Administrative Agent or such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), 3.01(f)(ii)(B), 3.01(f)(ii)(C) and 3.01(f)(ii)(E) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing,

(A) The Administrative Agent shall deliver to the Borrower on or prior to the date on which it becomes Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed originals of IRS Form W-9 certifying that the Administrative Agent is exempt from U.S. federal backup withholding tax;

(B) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the

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date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit O-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-2 or Exhibit O-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit O-4 on behalf of each such direct andor indirect partner;

(D) and any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this

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Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(E) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (E), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(F) The Administrative Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)

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in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) For purposes of this Section 3.01, the term “applicable law” includes FATCA and the term “Lender” includes each L/C Issuer and Swing Line Lender.

(j) For purposes of determining withholding Taxes imposed under FATCA, from and after the First Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement, for purposes of FATCA, as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Sections 1.1471-2(b)(2)(i) and 1.1471-2T(b)(2)(i).

Section 3.02. Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from

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such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, be materially disadvantageous to such Lender in any legal, economic or regulatory aspect.

Section 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan or (b) by reason of any changes arising on or after the Closing Date affecting the London interbank eurodollar market, adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04. Increased Cost and Reduced Return; Capital Adequacy.

(a) If as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereofClosing Date, or such Lender’s compliance therewith,

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(i) any Recipient reasonably determines that it will be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount); or

(ii) any Lender reasonably determines that there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing,

then within 15 days after demand of such Lender or other Recipient, as the case may be, setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender or other Recipient, as the case may be, such additional amounts as will compensate such Lender or other Recipient, as the case may be, for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity or any change therein or in the interpretation thereof, in each case after the date hereofClosing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then within 15 days after demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c) [Reserved].

(d) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower and at the Borrower’s expense, use commercially reasonable efforts to designate another Lending Office for any Loan or

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Letter of Credit affected by such event; provided that such efforts would not, in the good faith judgment of such Lender, be inconsistent with the internal policies of, or otherwise be materially disadvantageous in any legal, economic or regulatory respect to such Lender or its Lending Office. The provisions of this clause (d) shall not affect or postpone any Obligations of the Borrower or rights of such Lender pursuant to Sections 3.04(a) or (b).

(e) For purposes of this Section 3.04, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect after the date hereofClosing Date, regardless of the date enacted, adopted or issued.

Section 3.05. Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan (other than a Base Rate Loan) on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by the Borrower; or

(c) any mandatory assignment of such Lender’s Loans (other than Base Rate Loans) pursuant to Section 3.07 on a day other than the last day of the Interest Period for such Loans;

including any loss or expense (excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained, but excluding any such loss for which no reasonable means of calculation exist, as set forth in Section 3.03.

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Section 3.06. Matters Applicable to All Requests for Compensation.

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower contemporaneously with the demand for payment, setting forth in reasonable detail a calculation of the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

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Section 3.07. Replacement of Lenders under Certain Circumstances.

(a) Mitigation; Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04(a) or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or assigning its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.01 or 3.04(a), as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Subject to Section 3.07(a), if at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or 3.03, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender (as defined below in this Section 3.07) (collectively, a “Replaceable Lender”), then the Borrower may, on one Business Day’s prior written notice to the Administrative Agent and such Lender, either (i) replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower unless waived by the Administrative Agent in such instance) 100% of its relevant Commitments and the principal of its relevant outstanding Loans plus any accrued and unpaid interest together with all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person or (ii) so long as no Default known to the Borrower or Event of Default shall have occurred and be

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continuing, terminate the applicable Commitment of such Lender or L/C Issuer, as the case may be, and (1) in the case of a Lender (other than each L/C Issuer), repay all applicable obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of an L/C Issuer, repay all obligations of the Borrower owing to such L/C Issuer relating to the Loans and participations held by such L/C Issuer as of such termination date and cancel or backstop on terms satisfactory to such L/C Issuer any Letters of Credit issued by it.

(c) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all Obligations relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, the assigning Lender shall deliver to the assignee Lender the applicable Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Replaceable Lender (as defined above) does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within one Business Day of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Replaceable Lender, then such Replaceable Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Replaceable Lender. In connection with the replacement of any Lender pursuant to Section 3.07(a) above, the Borrower shall pay to such Lender such amounts as may be required pursuant to Section 3.05.

(d) Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(e) In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the consent, waiver, amendment or modification in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification shall be deemed a “Non-Consenting Lender.”

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Section 3.08. Survival. All of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01. Conditions to Closing Date. Each Lender’s respective Commitments hereunder shall become effective, on the terms and subject to the other conditions set forth herein, upon the satisfaction or waiver (in accordance with Section 10.01) of the following conditions precedent:

(a) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “.pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated as of the Closing Date (or, in the case of certificates of governmental officials, as of a recent date before the Closing Date), each in form and substance reasonably satisfactory to the Administrative Agent, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Borrower and its Subsidiaries, giving effect to the Transactions):

(i) executed counterparts of (A) this Agreement from the Borrower, (B) the Guaranty from each Guarantor and (C) the Security Agreement from the Borrower and each Guarantor; together with (subject to the last paragraph of this Section 4.01):

(A) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all jurisdictions that the Administrative Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of the Borrower and the Guarantors created under the Security Agreement and the Pledge Agreement, covering the Collateral described in the Security Agreement or the Pledge Agreement, as applicable,

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(B) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (including receipt of duly executed payoff letters, customary lien searches and UCC-3 termination statements), and

(C) the Pledge Agreement, duly executed by the Borrower and the Guarantors, together with (subject to the last paragraph of this Section 4.01) certificates, if any, representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank,

(ii) such customary certificates of resolutions or other action authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings and other transactions hereunder, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which each of the Borrower and the Guarantors is a party or is to be a party;

(iii) such documents and certifications (including Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that the Borrower and each Guarantor is duly organized or formed, and that each of them is validly existing and in good standing, except, other than with respect to the Borrower, to the extent that failure to be in good standing could not reasonably be expected to have a Material Adverse Effect;

(iv) a Committed Loan Notice and a Letter of Credit Application, if applicable, in each case relating to the initial Credit Extension;

(v) a solvency certificate from a financial officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I;

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(vi) an opinion of Debevoise & Plimpton LLP, counsel to the Loan Parties, addressed to each Lender, in form and substance reasonably satisfactory to the Administrative Agent;

(vii) opinions of local counsel for the Loan Parties listed on Schedule 4.01(a) hereto, in form and substance reasonably satisfactory to the Administrative Agent; and

(viii) opinions of FCC counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

(b) Since (x) December 31, 2012 through the date of the Purchase Agreement, there has not occurred any event, development, change or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect and (y) the date of the Purchase Agreement, there shall not have occurred a Target Material Adverse Effect.

(c) The Borrower and each Guarantor shall have provided the documentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the Closing Date (or such shorter period as the Administrative Agent shall otherwise agree).

(d) All actions necessary to establish that the Collateral Agent will have a perfected security interest (subject to no Liens other than the Liens permitted under Section 7.01) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01.

(e) The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Facilities, shall be consummated, in all material respects in accordance with the terms of the Purchase Agreement, without giving effect to any modifications or amendments, or any consents or waivers thereunder by the Borrower that are materially adverse to the Lenders or the Arrangers without the prior consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it is understood and agreed that any change in the purchase price in connection with the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders and the Arrangers; provided that (A) any reduction of the purchase price to the extent resulting in a lower cash funding by the Borrower shall be allocated to a reduction of the Term Facility, and (B) any increase in purchase price may be funded with the Borrower’s cash or the Net Cash Proceeds of any Permitted Equity Issuance.

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(f) The Specified Purchase Agreement Representations shall be true and correct in all material respects.

(g) The Specified Representations shall be true and correct in all material respects.

(h) The Transaction Refinancings shall have been, or substantially contemporaneously with the initial borrowing hereunder, shall be consummated.

(i) All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall, upon the initial borrowing under the Facility, have been paid (which amounts may be offset against the proceeds of the Facility).

(j) The Arrangers shall have received (a) audited consolidated balance sheets of the Borrower and related statements of operations, stockholders’ equity and cash flows of the Borrower for the three (3) most recently completed Fiscal Years ended at least 120 days before the Closing Date; provided (i) that the financial statements in respect of the Fiscal Years ended December 2010 and 2011 are not required to be audited and (ii) such audited financial statements may include a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of May 31, 2013), (b) unaudited combined balance sheets of the Target and related statements of operations, stockholders’ equity and cash flows of the Target for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date, (c) audited consolidated balance sheets of Local TV, LLC (“Local”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of Local for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (c), the “Local TV Audited Financial Statements”), (d) audited consolidated balance sheets of FoxCo Acquisition, LLC (“FoxCo”), for the two (2) most recently completed fiscal years ended at least 120 days before the Closing Date and the related consolidated audited statements of operations and cash flows of FoxCo for the three (3) most recently completed fiscal years ended at least 120 days before the Closing Date (such financial statements referenced in this clause (d), the “FoxCo Audited Financial Statements”), (e) unaudited consolidated balance sheets and related statements of

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operations and cash flows of the Borrower, for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clause (a) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter) (the “Tribune Quarterly Financial Statements”) and (f) unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Target, Local and FoxCo for each subsequent fiscal quarter after the most recent completed fiscal year for which financials have been delivered pursuant to clauses (b), (c) and (d) above ended at least 60 days before the Closing Date (other than any fiscal fourth quarter).

(k) The Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its Subsidiaries (based on the financial statements of the Borrower and the Target referred to in clause (j) above) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days prior to the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 120 days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting.

Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.

Notwithstanding anything herein to the contrary, it is understood that, other than with respect to any UCC Filing Collateral (as defined below) or the pledge and perfection of the security interest in the Stock Certificates, to the extent any Lien on any Collateral is not or cannot be provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 4.01, but instead shall be required to be delivered after the Closing Date in accordance with Sections 6.14 and 6.16; provided that the Borrower shall have delivered all Stock Certificates to the Administrative Agent on or prior to the Closing Date, but with respect to the Target and its Subsidiaries only to the extent received from the Sellers after the Borrower’s use of commercially reasonable efforts to obtain them on the Closing Date. For purposes of this paragraph, “UCC Filing

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Collateral” means Collateral, including Collateral constituting investment property, for which a security interest can be perfected by filing a UCC-1 financing statement. “Stock Certificates” means Collateral consisting of certificates representing capital stock or other equity interests of the Borrower and its wholly owned Domestic Subsidiaries (including the Target and its Subsidiaries), and any FSHCO (provided that the Borrower shall not be required to deliver Stock Certificates of any FSHCO representing in excess of 65% of the capital stock of such FSHCO) for which a security interest can be perfected by delivering such certificates, together with undated stock powers or other appropriate instruments of transfer executed in blank for each such certificate.

Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than (x) on the Closing Date, (y) with respect to Incremental Loans being incurred in connection with a Limited Condition Acquisition, and (z) a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans (each, an “Excluded Request”)) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b), respectively, prior to such proposed Credit Extension.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than an Excluded Request) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied (unless waived) on and as of the date of the applicable Credit Extension.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders (after giving effect to the Transactions) that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws. The Borrower and each of its Restricted Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Borrower and any other Loan Party that is a Significant Subsidiary), (b) (other than in the case of (b)(ii) with respect to the Borrower and any other Loan Party that is a Significant Subsidiary), (c), (d) and (e), to the extent that any failure to be so or to have such could not reasonably be expected to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (other than for Indebtedness to be repaid on the Closing Date in connection with the Transactions) to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any Law; in each case (except with respect to any violation, breach or contravention or payment with respect to the Borrower and any other Loan Party that is a Significant Subsidiary referred to in clause (a)) except to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with

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the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except (w) that (i) the Agreement and certain of the Loan Documents may have to be filed with the FCC within thirty (30) days following their execution and (ii) the consent of the FCC will be required prior to the exercise of any rights or remedies under the Agreement or any Loan Document that would constitute a transfer of control of any FCC licensee or an assignment of any FCC license, (x) for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties, (y) for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (z) for those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

Section 5.05. Financial Statements; No Material Adverse Effect.

(a) The Tribune Financial Statements fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries (prior to giving effect to the Transactions) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and, in the case of the Tribune Quarterly Financial Statements, for the absence of footnotes.

(b) The Local TV Audited Financial Statements fairly present in all material respects the financial condition of Local and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(c) The FoxCo Audited Financial Statements fairly present in all material respects the financial condition of FoxCo and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(d) The unaudited consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b), if any, (i) were prepared

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in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

(e) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(f) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries most recently delivered to the Lenders pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Borrowers to be reasonable at the time made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material.

(g) No Default or Event of Default has occurred or is continuing, it being understood that this representation shall not be made on the Closing Date.

Section 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Restricted Subsidiaries, that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07. Use of Proceeds. The Borrower (a) will only use the proceeds of the Initial Term Loans (and to the extent provided in Section 2.01(b), Revolving Credit Loans) on the Closing Date to finance a portion of the Transactions (including paying any fees, commissions and expenses associated therewith) and, (b) will use the proceeds of the Term B Loans on the First Amendment Effective Date to repay in full the outstanding principal amount of the Non-Exchanged Term Loans and (c) will use the proceeds of all other Borrowings after the Closing Date for working capital and any other purposes not prohibited hereunder.

Section 5.08. Ownership of Property; Liens. Each of the Borrower and its Restricted Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its material real property, and good title to, or a valid leasehold interest in (or with respect to licensed IP Rights, valid licenses to use), all its material Property, and none of such

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Property is subject to any Lien except as permitted by Section 7.01, except, in each case, where the failure to have such valid title or such valid leasehold interest could not reasonably be expected to have a Material Adverse Effect.

Section 5.09. Environmental Compliance.

(a) None of the Borrower or any of its Restricted Subsidiaries are subject to, or know of any basis for, any Environmental Liability that could reasonably be expected to have a Material Adverse Effect.

(b) There are no actions, suits, proceedings, claims or disputes pending, or to knowledge of the Borrower, threatened, with respect to any Environmental Liability or non-compliance with Environmental Law that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) Each of the Borrower and its Restricted Subsidiaries has complied with all Environmental Laws and has obtained, maintained and complied with, all Environmental Permits, except for any failure that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(d) Except as could not reasonably be expected to have a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list, (ii) there are no and there never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on (A) any property currently owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or (B) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any time other than such period, (iii) there is no asbestos or asbestos-containing material on any property currently owned, leased or operated by the Borrower or any of its Restricted Subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any Environmental Law and (iv) Hazardous Materials have not been released, discharged or disposed of on (A) any property currently owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or (B) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any time other than such period.

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(e) None of the Borrower or any of its Restricted Subsidiaries is undertaking, and none has completed, either individually or together with other potentially responsible parties, any investigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except for any such investigations or assessments or remedial or responsive actions that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(f) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, (i) any property currently or formerly owned, leased or operated by the Borrower or any of the Restricted Subsidiaries or (ii) any property formerly owned, leased or operated by the Borrower or any of its Restricted Subsidiaries during the period of ownership, leasehold or operation by the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower, at any time other than such period, in each case of (i) and (ii), have been disposed of in a manner not reasonably expected to result in any Environmental Liability that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.10. Taxes. Each of the Borrower and its Restricted Subsidiaries has filed all federal, state, local, foreign and other tax returns and reports required to be filed, and has paid all federal, state, local, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets or otherwise due and payable by it, except those (a) that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) with respect to which the failure to make such filing or payment could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.11. Employee Benefit Plans.

(a) Except as could not reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable federal and state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the knowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

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(b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Borrower or any of its Restricted Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject the Borrower or any such Subsidiary, directly or indirectly, to any tax or civil penalty.

(c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(d) No ERISA Event or Foreign Benefit Event has occurred and no Loan Party or, to the knowledge of any Loan Party, ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event or Foreign Benefit Event with respect to any Plan, (i) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Plan, and no waiver of the minimum funding standards under such Pension Funding Rules has been applied for or obtained, (ii) as of the most recent valuation date for any Plan, the present value of all accrued benefits under such Plan (based on the actuarial assumptions used to fund such Plan) did not exceed the value of the assets of such Plan allocable to such accrued benefits, (iii) neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) for any Plan, if applicable, to drop below 80% as of the most recent valuation date, (iv) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (vi) no Plan has been terminated by the plan administrator thereof or by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan or Multiemployer Plan, except with respect to each of the foregoing clauses (i) through (vi) of this Section 5.11(d), as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

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Section 5.12. Subsidiaries; Equity Interests; Stations.

(a) As of the Closing Date, after giving effect to the Transactions, the Borrower has no Restricted Subsidiaries other than those specifically disclosed in Schedule 5.12(a).

(b) As of the Closing Date, after giving effect to the Transactions, the Borrower has no Stations other than those specifically disclosed in Schedule 5.12(b).

Section 5.13. Margin Regulations; Investment Company Act.

(a) Neither the making of any Loan or Letter of Credit hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the FRB.

(b) None of the Loan Parties is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14. Disclosure. As of the Closing Date, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and the time such information was furnished; it being understood (A) that such projections and forecasts are as to future events and are not to be viewed as facts, that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projection or forecast will be realized and that actual results during the period or periods covered by any such projections or forecasts may differ significantly from the projected results and such differences may be material and that such projections and forecast are not a guarantee of future financial performance and (B) that no representation is made with respect to information of a general economic or general industry nature.

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Section 5.15. Compliance with Laws. The Borrower and each of its Restricted Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.16. Intellectual Property; Licenses, Etc. The Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use, all of the trademarks, domain names, service marks, trade names, copyrights, patents, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are used or held for use in or are otherwise necessary for the operation of its respective business, as currently conducted, except to the extent as could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of the Borrower or any Restricted Subsidiary as currently conducted does not infringe upon, misappropriate or otherwise violate any IP Rights held by any other Person, except for such infringements, misappropriations and violations which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against the Borrower or any Restricted Subsidiary, that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.17. Solvency. As of the Closing Date after giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

Section 5.18. [Reserved]

Section 5.19. Perfection, Etc. Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein) in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and required to be perfected therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and (a) when financing statements and other filings in appropriate form are filed in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded in the United States Copyright Office and (b) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent

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is required by the Security Agreement or the Pledge Agreement, as applicable), the Liens created by the Collateral Documents shall constitute fully perfected Liens so far as possible under relevant law on, and security interests in (to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

Section 5.20. PATRIOT ACT; Sanctioned Persons. None of the Borrower, any of its Restricted Subsidiaries, or any of the Borrower’s directors or officers, nor, to the knowledge of the Borrower, any director or officer of any of the Borrower’s Restricted Subsidiaries, is the subject of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (including by being listed on the list of Specially Designated Nationals and Blocked Persons issued by OFAC) or the U.S. Department of State (collectively, “Sanctions”). None of the Borrower nor any of its Restricted Subsidiaries is located, organized or resident in a country or territory that is the subject of Sanctions. The Borrower will not, directly or, to the knowledge of the Borrower, indirectly, use the proceeds of the Loans, for the purpose of financing any activities or business of or with any Person, or in any country or territory, that, at the time of such financing, is restricted under any Sanctions. No part of the proceeds of the Loans shall be used by the Borrower in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Borrower and each of its Restricted Subsidiaries is in compliance, in all material respects, with the PATRIOT Act.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification or other contingent obligations as to which no claim has been asserted, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each of its Restricted Subsidiaries to:

Section 6.01. Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

(a) as soon as available, but in any event within 90 days (or 120 days with respect to the Fiscal Year ending December 29, 2013) after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ended December 29, 2013), a consolidated balance sheet of the Borrower as at the end of such Fiscal Year, and the related consolidated statements of income or operations,

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shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing (an “Audit Report and Opinion”), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph (other than with respect to, or resulting from, (x) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period, (y) an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report and opinion are delivered or (z) a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of May 31, 2013), together with a customary management’s discussion and analysis of financial information;

(b) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower (commencing with the Fiscal Quarter ended March 30, 2014), a consolidated balance sheet of the Borrower as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations and cash flows for the portion of the Fiscal Year then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, together with a customary management’s discussion and analysis of financial information;

(c) within 90 days after the end of each Fiscal Year (or 120 days with respect to the Fiscal Year ending December 29, 2013) of the Borrower (commencing with the Fiscal Year ended December 29, 2013), a detailed consolidated quarterly budget of the Borrower in reasonable detail for that Fiscal Year as customarily prepared by management of the Borrower for its internal use consistent in scope with the financial statements provided pursuant to Section 6.01(a) (but including, in any event, a projected consolidated balance sheet of the Borrower as of the end of the following Fiscal Year, and the related consolidated statements of projected cash flow and projected income for such following Fiscal Year) and setting forth the principal assumptions upon which such budget is based; and

(d) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders not more than once during each Fiscal Quarter following delivery of the applicable Section 6.01 Financials to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed to by the Borrower and the Administrative Agent (the expense of conducting such meeting to be borne by the Borrower); provided that (i) each Person shall pay its own travel expenses and the fees and expenses of its advisors, (ii) the Borrower may satisfy its obligations under this Section 6.01(d) by participating in a Lenders-only conference call in lieu of such meeting as otherwise required by Section 6.01(d) and (iii) the Borrower may satisfy its obligations under this Section 6.01(d) by participating in an earnings call open to all Lenders in lieu of such meeting as otherwise required by this Section 6.01(d).

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Notwithstanding the foregoing, (i) in the event that the Borrower delivers to the Administrative Agent an Annual Report for the Borrower (or any Parent Holding Company) on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days (or 120 days with respect to the Fiscal Year ending December 29, 2013) after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section with respect to such Fiscal Year to the extent that the information and report and opinion contained therein satisfy the parameters set forth in paragraph (a) for annual financial statements and Audit Reports and Opinions and such report and opinion does not contain any “going concern” or like qualification, exception or explanatory paragraph (other than with respect to, or resulting from, (x) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period, (y) an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report and opinion are delivered or (z) a disclaimer of opinion arising out of the scope limitation of the audit substantially similar to that set forth in the Report of Independent Auditors dated as of June 26, 2012) and (ii) in the event that the Borrower delivers to the Administrative Agent a Quarterly Report for the Borrower (or any Parent Holding Company) on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section with respect to such Fiscal Quarter to the extent that the financial statements contained therein satisfy the parameters for quarterly financial statements set forth in paragraph (b); in each case to the extent that information contained in such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section, as the case may be.

Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender:

(a) no later than five days after the delivery of (i) the financial statements referred to in Section 6.01(a), or (ii) an Annual Report on Form 10-K

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(delivered pursuant to the last paragraph of Section 6.01) for any Fiscal Quarter for which the financial covenant set forth in Section 7.11 is required to be tested, but only to the extent permitted by accounting industry policies generally followed by independent certified public accountants, a certificate or report of the Borrower’s independent certified public accountants stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default arising from a breach of Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b) no later than five days after the delivery of (i) the financial statements referred to in Sections 6.01(a) and (b), or (ii) an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q (in either case, delivered pursuant to the final paragraph of Section 6.01), beginning with the Fiscal Quarter ending March 30, 2014, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which delivery may be by electronic communication including fax or electronic mail and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c) promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business) and copies of any statement or report furnished to any holder of debt securities of the Borrower or of any of its Restricted Subsidiaries pursuant to the terms of any such securities in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e) promptly following their submission with the FCC, copies of any and all Ownership Reports on FCC Form 323 and such other non-ordinary course reports, applications, or other documents as may be filed from time to time by the Borrower or any of its Restricted Subsidiaries, solely if such filings are publicly available if (i) such filings indicate that a material adverse effect in the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole has occurred or is reasonably likely to occur or (ii) copies thereof are requested by any Lender or the Administrative Agent; and

(f) promptly, such additional financial or other information regarding the Borrower or any of its Restricted Subsidiaries thereof, or compliance with the

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terms of the Loan Documents, as the Administrative Agent or the Required Lenders through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 and (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

The Administrative Agent shall have no obligation to request the delivery of or to maintain or deliver to Lenders paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who wish only to receive Public Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute

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Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are marked “PUBLIC” as being suitable for posting on a portion of the Platform designated “Public Side Information” (it being understood the Borrower and its Restricted Subsidiaries shall not be under any obligation to mark any particular Borrower Materials “PUBLIC”). Notwithstanding anything herein to the contrary, (x) the list of Disqualified Lenders and (y) unless the Borrower otherwise notifies the Administrative Agent, financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(b), shall be deemed to be suitable for posting on a portion of the Platform designated “Public Side Information”. Unless expressly identified as Public Side Information, the Administrative Agent and the Arrangers agree not to make any such Borrower Materials available to Public Lenders.

Section 6.03. Notices. Promptly, after a Responsible Officer of the Borrower or any Guarantor has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c) of the institution of any material litigation not previously disclosed by the Borrower to the Administrative Agent, or any material development in any material litigation that is reasonably likely to be adversely determined, and could, in either case, if adversely determined be reasonably expected to have a Material Adverse Effect; and

(d) of the occurrence of any ERISA Event or Foreign Benefit Event, where there is any reasonable likelihood of the imposition of liability on the Borrower or any of its Restricted Subsidiaries as a result thereof that could be reasonably expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

Section 6.04. Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its tax liabilities and assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary; except to the extent the failure to pay, discharge or satisfy the same could not reasonably be expected to have a Material Adverse Effect.

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Section 6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05, (b) take all reasonable action to maintain all rights, privileges (including its good standing, if such concept is applicable in its jurisdiction of organization), permits, licenses (including Station Licenses) and franchises necessary or desirable in the normal conduct of its business, except (i) in the reasonable business judgment of the Borrower or such Restricted Subsidiary, as the case may be, it is in its best economic interest not to preserve such rights, permits, licenses or franchises or (ii) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted hereunder, and (c) use commercially reasonable efforts to preserve, renew and maintain all of its United States registered copyrights, patents, trademarks, trade names, service marks and domain names to the extent permitted by applicable Laws of the United States, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted hereunder.

Section 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted.

Section 6.07. Maintenance of Insurance. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain in full force and effect, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower and its Restricted Subsidiaries. The Borrower shall use commercially reasonable efforts to ensure, subject to the Intercreditor Agreement and any Other Intercreditor Agreement, that at all times the Collateral Agent for the benefit of the Secured Parties, shall be named as an additional insured with respect to liability policies maintained by the Borrower and each Guarantor and the Collateral Agent for the benefit of the Secured Parties, shall be named as loss payee with respect to the property insurance maintained by the Borrower and each Guarantor; provided that, unless an Event of Default shall have occurred and be continuing, (A) the Collateral Agent shall turn over to the Borrower any amounts received by it as an additional insured or loss

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payee under any property insurance maintained by the Borrower and its Subsidiaries, (B) the Collateral Agent agrees that the Borrower and/or its applicable Subsidiary shall have the sole right to adjust or settle any claims under such insurance and (C) all proceeds from a Casualty Event shall be paid to the Borrower.

Section 6.08. Compliance with Laws. Comply with the requirements of all applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 6.09. Books and Records. Maintain proper books of record and account, in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that Foreign Subsidiaries may maintain individual books and records in a manner to allow financial statements to be prepared in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization).

Section 6.10. Inspection Rights. Permit representatives of the Administrative Agent and, during the continuance of any Event of Default, of each Lender to visit and inspect any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance written notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10, (ii) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (iii) such exercise shall be at the Borrower’s expense; provided further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance written notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants.

Section 6.11. [Reserved]

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Section 6.12. Covenant to Guarantee Obligations and Give Security.

(a) Upon the formation or acquisition of any new Subsidiaries by any Loan Party (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary (including a FSHCO ceasing to be a FSHCO) shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), and upon the acquisition of any property (other than Excluded Property (other than clause (a) of the definition thereof)) by any Loan Party, which property, in the reasonable judgment of the Administrative Agent, is not already subject to a perfected Lien in favor of the Collateral Agent for the benefit of the Secured Parties (and where such a perfected Lien would be required in accordance with the terms of the Collateral Documents), the Borrower shall in each case at the Borrower’s expense:

(i) in connection with the formation or acquisition of a Subsidiary that is not an Excluded Subsidiary (or in the case of clause (B) below, is a Subsidiary whose Equity Interests do not constitute Excluded Equity Interests), within 45 days after such formation or acquisition or such longer period as the Administrative Agent may agree in its sole discretion, (A) cause each such Subsidiary to duly execute and deliver to the Administrative Agent a supplement to (1) the Guaranty, substantially in the form of Annex B thereto or a guaranty or a guaranty supplement in such other form reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (2) the Security Agreement, substantially in the form of Exhibit 1 thereto or a security agreement in such other form reasonably satisfactory to the Administrative Agent, securing the Obligations of such Subsidiary under the Loan Documents and (3) the Pledge Agreement, substantially in the form of Annex A thereto or a pledge agreement in such other form reasonably satisfactory to the Administrative Agent, securing the Obligations of such Subsidiary under the Loan Documents, (B) cause any Loan Party directly holding the Equity Interests in any such Subsidiary to pledge such Equity Interests (other than Excluded Equity Interests (as defined in the Pledge Agreement)), accompanied, to the extent such Equity Interests are certificated, by undated stock powers or other appropriate instruments of transfer executed in blank pursuant to a supplement to the Pledge Agreement substantially in the form of Annex A thereto or pledge agreement in such other form reasonably satisfactory to the Collateral Agent; provided that only 65% of each series of Voting Equity Interests of any Foreign Subsidiary or any FSHCO shall be required to be pledged as Collateral; provided further, that (1) notwithstanding anything to the contrary in this Agreement, no assets owned by any Foreign Subsidiary or any FSHCO, including stock owned by such Foreign Subsidiary or FSHCO in a Domestic Subsidiary, shall be required to be pledged as Collateral and (2) no pledge or security agreements governed by the

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Law of any non-U.S. jurisdiction shall be required; (C) cause each such Subsidiary to duly execute and deliver to the Collateral Agent Intellectual Property Security Agreements, if applicable, in the form of Exhibit 3 to the Security Agreement or in such other form reasonably satisfactory to the Collateral Agent; and (D) take and cause such Subsidiary to take, whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the Collateral, in each case to the extent required under the Loan Documents and subject to the Perfection Exceptions (as defined in the Security Agreement), enforceable against all third parties in accordance with their terms; and

(ii) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, supplements to the Guaranty, Security Agreement, Pledge Agreement, Intellectual Property Security Agreements and security agreements.

(b) Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) any fee-owned real property and all leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), in each case including fixtures related thereto; (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights with a value of less than $5,000,000, letter of credit rights to the extent any Grantor (as defined in the Security Agreement) is required by applicable law to apply the proceeds of such a drawing of such letter of credit for a specified purpose and commercial tort claims with a value of less than $5,000,000; (iii) any asset or property to the extent the grant of a security interest is prohibited by Law or requires a consent not obtained of any Governmental Authority pursuant to such Law; (iv) Equity Interests in any Person, other than material wholly owned Restricted Subsidiaries (including equity interests in CareerBuilder, Classified Ventures, and Television Food Network); (v) assets to the extent a security interest in such assets would result in material adverse tax consequences (including as a result of the operation of Section 956 of the Code or any similar Law in any applicable jurisdiction) as reasonably determined by the Borrower in writing in consultation with the Administrative Agent; (vi) any lease, license or other agreement or Contractual Obligation or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or Contractual Obligation or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a wholly

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owned Subsidiary) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code of any applicable jurisdiction notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the cost of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (viii) in excess of 65% of the Voting Equity Interests of (A) any Foreign Subsidiary or (B) any FSHCO; (ix) any of the Equity Interests of (A) any Subsidiary of a Foreign Subsidiary, (B) any Immaterial Subsidiary, (C) any Unrestricted Subsidiary, (D) any entity set forth in clause (b), (d), (e), (m), (o) or (p) of the definition of “Excluded Subsidiary”, and (E) any Subsidiary to the extent that the pledge of or grant of any lien on such Equity Interests or other securities for the benefit of any holders of any securities results in the Borrower or any of the Restricted Subsidiaries being required to file separate financial statements for the issuer of such capital stock or securities with the Securities and Exchange Commission (or another governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; (x) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction; (xi) “intent-to-use” trademark or service mark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. §1051(c) or 15 U.S.C. §1051(d), respectively, or, if filed, has not been deemed in accordance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office to the extent that the grant of the security interest therein prior to such time would result in the invalidity or unenforceability of any such application or resulting registration; (xii) any Station License to the extent that the grant of a security interest on such Station License (x) is prohibited by or would not be effective under applicable law, rule, or regulation or (y) would require a consent, approval, license, or authorization from any Governmental Authority that has not been obtained (it being understood that, to the extent permitted under applicable law, the grant of a security interest in the proceeds of any such Station License, including any proceeds received upon Disposition thereof, shall not be excluded from the Collateral); (xiii) IP Rights arising under the laws of any jurisdiction other than the United States or any state thereof; (xiv) any commercial tort claims held by or assigned to the Litigation Trust (as defined in the Plan of Reorganization; (xv) Excluded Deposit/Securities Accounts; (xvi) any aircraft, airframes, aircraft engines, helicopters or rolling stock, or any other equipment or assets constituting a part thereof; and (xvii) margin stock (within the meaning of Regulation U issued by the FRB).

(c) In no event shall (a) control agreements or control or similar arrangements be required with respect to deposit or securities accounts, (b) notices be required to be sent to account debtors or other contractual third-parties except after the occurrence and during the continuance of an Event of Default, (c) perfection (except to the extent perfected through the filing of Uniform Commercial Code financing statements) be required with respect to letter of credit rights and commercial tort claims, or (d) security documents governed by the laws of a jurisdiction other than the United States or any state thereof be required.

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Section 6.13. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) comply, and make all reasonable efforts to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits, (ii) obtain, maintain and renew all Environmental Permits necessary for its operations and properties and (iii) to the extent required under Environmental Laws, conduct any investigation, mitigation, study, sampling and testing, and undertake any cleanup, removal or remedial, corrective or other action required under all Environmental Laws and in a timely fashion comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

Section 6.14. Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.12, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Documents.

Section 6.15. Maintenance of Ratings. Use commercially reasonable efforts to maintain a public rating of the Facilities and a public corporate debt rating for the Borrower by each of S&P and Moody’s (but not to obtain or maintain a specific rating).

Section 6.16. Post-Closing Undertakings. Within the time periods specified on Schedule 6.16 (as each may be extended by the Administrative Agent in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.16.

Section 6.17. Accounting Changes. For financial reporting purposes, cause the Borrower’s fiscal year to end on the last Sunday of December; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change the financial

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reporting convention above to (x) a calendar year-end convention or (y) any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any amendments to this Agreement that are necessary, in the reasonable judgment of the Administrative Agent and the Borrower, to reflect such change in fiscal year.

Section 6.18. Change in Nature of Business. Refrain from engaging in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereofClosing Date or any business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.

Section 6.19. Single Purpose License Subsidiaries. Cause the Station Licenses relating to each Station acquired after the Closing Date to be held in one or more Single Purpose License Subsidiaries; provided that to the extent the Borrower shall not have received FCC approval with respect to the foregoing at the scheduled closing of the acquisition of such Station, the Borrower shall use commercially reasonable efforts to obtain FCC approval to allow it to comply with the foregoing requirement as soon as practicable following such acquisition and use of such commercially reasonable efforts shall be deemed to satisfy the Borrower’s and its Restricted Subsidiaries’ obligations under this Section 6.19 with respect to such Station Licenses.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification or other contingent obligations as to which no claim has been asserted, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall not and shall not permit any Restricted Subsidiary to:

Section 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date securing (i) Indebtedness and listed on Schedule 7.01 hereto (or to the extent not listed on such Schedule 7.01, where the Fair Market Value of all property to which such Liens under this clause

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(b)(i) attach is less than $5,000,000 in the aggregate) or (ii) other obligations constituting current trade payables or accrued expenses incurred in the ordinary course of business or obligations created through the use of purchase cards and credit cards, and, in each case, any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not encumber any property other than (A) property encumbered on the Closing Date, (B) after-acquired property that is affixed or incorporated into the property encumbered by such Lien on the Closing Date and (C) proceeds and products thereof and (ii) the Refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness), is permitted by Section 7.03;

(c) Liens for taxes that are not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdictions of organization);

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, in each case so long as such Liens arise in the ordinary course of business and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e) Liens incurred in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary or under self-insurance arrangements in respect of such obligations or (iii) securing obligations in respect of letters of credit that have been posted by the Borrower or any of its Restricted Subsidiaries to support the payment of items set forth in clauses (i) and (ii);

(f) Liens to secure the performance of tenders, statutory obligations, bids, trade contracts, governmental contracts, leases and other contracts (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance and return-of-money bonds, performance and completion guarantees and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations, (ii) any obligations or duties affecting any of the property of the Borrower or its Restricted Subsidiaries to any municipality or public authority with respect to any franchise, grant, license or permit and any other liens required or requested by any Governmental Authority and (iii) letters of credit issued in lieu of any such bonds (or to support the issuance thereof) incurred in the ordinary course of business;

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(g) easements, reservations, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not in any case materially and adversely interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Sections 7.03(f) and (g) (including Liens securing Permitted Refinancing of the Indebtedness secured by such Liens); provided that (i) such Liens (other than any Liens securing any Permitted Refinancing of the Indebtedness secured by such Liens) attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness (or by the Indebtedness Refinanced by such Permitted Refinancing) and the proceeds and the products thereof and accessories thereto and (iii) with respect to leases evidencing Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets other than the assets subject to such leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment otherwise permitted to be secured hereunder provided by one Person (or its affiliates) may be cross collateralized to other financings of equipment provided by such Person (or its affiliates) on customary terms;

(j) leases, licenses, subleases, sublicenses, occupancy agreements or assignments granted to others in respect of real property on which facilities owned or leased by Borrower or any of its Subsidiaries are located;

(k) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(m) Liens (i) on cash or Cash Equivalents advances in favor of the seller of any property to be acquired in an Investment (including any Asset Swap Transaction) permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment (including any such Asset Swap Transaction), (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 (including any Asset Swap Transaction), in each case solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or (iii) Liens on property which is the subject of a Disposition or Asset Swap Transaction permitted by Section 7.05 relating to such Disposition or Asset Swap Transaction (it being understood that such Liens may not be perfected prior to the completion of such Disposition or Asset Swap Transaction except in the ordinary course of business);

(n) Liens on property of any Restricted Subsidiary that is a Foreign Subsidiary securing (i) Indebtedness in an aggregate principal amount at any time outstanding not exceeding the greater of (x) $25,000,000 and (y) (A) prior to a Publishing Assets Disposition, 0.25% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.25% of Consolidated Total Assets and (ii) other obligations of such Foreign Subsidiary;

(o) Liens in favor of the Borrower or any Restricted Subsidiary securing Indebtedness permitted under Section 7.03 (provided, that any such Lien on any Collateral securing Indebtedness shall be expressly junior in priority to the Liens on the Collateral securing the Obligations pursuant to the Intercreditor Agreement or an Other Intercreditor Agreement) or other obligations, other than Indebtedness, owed by the Borrower or any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;

(p) ((i) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the date hereofClosing Date and any Refinancing thereof (including Liens securing Permitted Refinancings of Indebtedness secured by such Liens); provided that (w) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (x)(1) in the case of Liens securing purchase money Indebtedness or Capitalized Lease Obligations or any Refinancing thereof, such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition or such Person becomes a Restricted Subsidiary, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have

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applied but for such acquisition or such Person becoming a Restricted Subsidiary); provided that individual financings of equipment otherwise permitted to be secured hereunder provided by one Person (or its affiliates) may be cross collateralized to other financings of equipment provided by such Person (or its affiliates) on customary terms; and (2) in the case of Liens securing Indebtedness other than purchase money Indebtedness or Capitalized Lease Obligations or Permitted Refinancings thereof, such Liens do not extend to the property of any Person other than such Person, the Person acquired or formed to make such acquisition and the Subsidiaries of such Person, and (y) the Indebtedness secured thereby (or, as applicable, any Refinancing thereof) is permitted under Section 7.03 and (ii) Liens securing Indebtedness of the Borrower or any of its Restricted Subsidiaries assumed in connection with an Asset Swap Transaction; provided that such Liens do not extend to any property other the property subject to such Asset Swap Transaction (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such Asset Swap Transaction, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such Asset Swap Transaction);

(q) Liens arising from precautionary UCC financing statement (or similar filings under applicable law) filings regarding leases entered into by the Borrower or any Restricted Subsidiary;

(r) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement or secured by a lessor’s, sublessor’s, licensee’s, sublicensee’s, licensor’s or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement (including software and other technology licenses);

(s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;

(t) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02 or Liens in the form of customary seller’s right or option to repurchase, or to cause the purchase or sale of, the capital stock of Restricted Subsidiaries that are not wholly owned Subsidiaries;

(u) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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(v) Liens on cash or Cash Equivalents incurred to secure Secured Cash Management Agreements or Secured Hedge Agreements with Cash Management Banks or Hedge Banks, respectively, in the ordinary course of business;

(w) Liens on Cash Collateral granted in favor of any Lenders and/or L/C Issuers created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement;

(x) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;

(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business of the Borrower and the Restricted Subsidiaries complies, and (ii) any zoning or similar Law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary taken as a whole;

(z) Liens solely on any cash earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(aa) Liens on Equity Interests of Joint Ventures securing obligations of such Joint Venture;

(bb) (i) deposits made in the ordinary course of business to secure liability to insurance carriers and (ii) Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto;

(cc) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(dd) Liens on cash deposits in an aggregate amount at any time outstanding not to exceed the greater of (i) $20,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.20% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.20% of Consolidated Total Assets securing any Swap Contract permitted hereunder;

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(ee) Liens on cash or Cash Equivalents used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is permitted hereunder;

(ff) Liens on Permitted Receivables Financing Assets securing any Permitted Receivables Financing;

(gg) Liens on property constituting Collateral pursuant to agreements and documentation in connection with (i) any Refinancing Indebtedness, (ii) any New Incremental Indebtedness, (iii) any Permitted Debt Exchange Notes, (iv) any Rollover Indebtedness and (v) any Permitted Additional Debt, provided that such Permitted Additional Debt will not be secured on a pari passu basis with the Obligations unless (x) such Permitted Additional Indebtedness (including any Related License Guarantee) is being incurred to finance or otherwise incurred in connection with a Permitted Acquisition, Asset Swap Transaction, or other similar Investment permitted hereunder (or, in the case of a Related License Guarantee, Disposition permitted hereunder) and (y) at the time of incurrence, either (A) after giving Pro Forma Effect to the incurrence of such Permitted Additional Debt (including any Related License Guarantee) and the use of proceeds thereof the Borrower would have a Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio equal to or less than 4.50:1.00 or (B) the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to the incurrence of such Permitted Additional Debt (including any Related License Guarantee) and the use of proceeds thereof would equal or be less than the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio of the Borrower immediately prior to the incurrence of such Permitted Additional Debt (it being understood, that in each case, Pro Forma Effect shall be given to the entire committed amount of any such Indebtedness, and such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (y)) and, in each case of clauses (i) through (v), any Permitted Refinancing thereof;

(hh) Liens on cash or Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow of any Refinancing Indebtedness, any New Incremental Indebtedness, any Permitted Debt Exchange Notes, any Rollover Indebtedness, any Permitted Additional Debt (other than Related License Guarantees) and any Permitted Refinancing of any of the foregoing;

(ii) Liens in respect of Permitted Sale Leasebacks;

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(jj) Liens arising out of any license, sublicense or cross license of IP Rights to or from the Borrower or any Restricted Subsidiary permitted under Section 7.05 (excluding Section 7.05(d)(D));

(kk) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(ll) other Liens securing Indebtedness outstanding in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $125,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 1.15% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 1.20% of Consolidated Total Assets; and

(mm) Liens on assets of an Excluded Disposition Subsidiary securing Indebtedness of such Excluded Disposition Subsidiary or its Subsidiaries incurred pursuant to Section 7.03(ee).

Section 7.02. Investments. Make or hold any Investments, except:

(a) Investments held by the Borrower or any Restricted Subsidiary in the form of Cash Equivalents or that were Cash Equivalents when made;

(b) loans or advances to officers, directors, employees, consultants and independent contractors of the Borrower, any Parent Holding Company or any Restricted Subsidiary (i) for travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any Parent Holding Company; provided that no cash is actually advanced pursuant to this clause (ii) other than to pay taxes due in connection with such purchase, unless immediately utilized to consummate such purchase and, in the case of the purchase of Equity Interests of a Parent Entity, promptly contributed to the Borrower in cash as common equity and (iii) for additional purposes not contemplated by clause (i) or (ii) above; provided that the aggregate principal amount outstanding at any time with respect to clause (iii) of this Section 7.02(b) shall not exceed the greater of (x) $15,000,000 and (y) (A) prior to a Publishing Assets Disposition, 0.15% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.15% of Consolidated Total Assets;

(c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (including any new Restricted Subsidiary which becomes a Loan Party), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, (iii) by Loan Parties in any

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Restricted Subsidiary that is not a Loan Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Loan Parties and (iv) by the Borrower or any Restricted Subsidiary in any Related License Corporation made on a basis consistent with customary industry practices as determined by the Borrower in good faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business (including advances made to distributors), Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers in the ordinary course of business;

(e) to the extent constituting Investments, transactions expressly permitted under Sections 7.01, 7.03, 7.04, 7.05 (including the receipt of noncash consideration for the Dispositions of assets permitted thereunder), 7.06 and 7.12;

(f) Investments (i) on the ClosingFirst Amendment Effective Date and are set forth on Schedule 7.02, (ii) existing on the ClosingFirst Amendment Effective Date of the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and (iii) in the case of each of clauses (i) and (ii), any modification, replacement, refinancing, renewal or extension thereof; provided that no such modification, replacement, refinancing, renewal or extension shall increase the amount of Investments then permitted under this Section 7.02(f) except pursuant to the terms of such Investment in existence on the Closing Date or as otherwise permitted by this Section 7.02;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) Equity Interests, promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05 (including Asset Swap Transactions);

(i) (i) any acquisition or other Investments made in an amount not to exceed the Net Cash Proceeds of any Excluded Contribution Not Otherwise Applied (A) made within 180 days after such Excluded Contribution is made or (B) so long as no Default known to the Borrower or Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a Limited Condition Acquisition, no Default known to the Borrower or Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) or (ii) the purchase or other acquisition of

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all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or more than 50% of the Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary (including as a result of a merger or consolidation) (each, a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i)(ii):

(A) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 or made arrangements to comply with such Section 6.12 after the effectiveness of such Permitted Acquisition within the time periods set forth in Section 6.12, as applicable;

(B) solely in the case of purchases and acquisitions made pursuant to Section 7.02(i)(ii), the total cash and noncash consideration (including the Fair Market Value of(on the earlier of (i) the date the legally binding commitment for such purchase or acquisition was entered into and (ii) if no legally binding commitment was entered into, the date of such purchase or acquisition, in each case without giving effect to subsequent changes in value) of all Equity Interests issued or transferred to the sellers thereof, earn-outs and other contingent payment obligations (only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by the Borrower or its Restricted Subsidiaries to such sellers and all assumptions of Indebtedness in connection therewith) paid by or on behalf of the Borrower and its Restricted Subsidiaries for any such purchase or other acquisition of an entity that does not become a Guarantor (including by way of merger) or Property or assets that will not be owned by a Loan Party when aggregated with the total cash and noncash consideration (calculated on the same basis) paid by or on behalf of the Borrower and the other Restricted Subsidiaries for all other purchases and other acquisitions made pursuant to this Section 7.02(i)(ii) of entities that do not become Guarantors (including by way of merger) or Property or assets that will not be owned by a Loan Party, shall not exceed the greater of (x) $325,000,000 and (y) (1) prior to a Publishing Assets Disposition, 2.90% of Consolidated Total Assets and (2) after a Publishing Assets Disposition, 3.05% of Consolidated Total Assets (net of any return or distribution of capital or repayments of principal in respect thereof at any time outstanding);

(C) immediately after giving effect to any such purchase or other acquisition and any incurrence of Indebtedness in connection therewith, no Event of Default shall have occurred and be continuing (or,

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in the case of a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into); and

(D) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business or reasonably related, ancillary or complementary businesses (including related, complementary, synergistic or ancillary businesses) in which the Borrower and/or its Subsidiaries are then engaged;

(j) (i) Investments by any Restricted Subsidiary that is not a Loan Party in any Joint Venture or Unrestricted Subsidiary, (ii) Investments by Loan Parties in any Restricted Subsidiary that is not a Loan Party or in any Joint Venture or Unrestricted Subsidiary, to the extent that the aggregate amount of all Investments made pursuant to clauses (i) and (ii) of this Section 7.02(j), together with the aggregate amount of all Investments made pursuant to Section 7.02(ee), is not in excess of the greater of (x) $325,000,000 and (y) (A) prior to a Publishing Assets Disposition, 2.90% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 3.05% of Consolidated Total Assets (provided that such limitation shall be net of (1) any Investment by any such Person specified in clause (i) or (ii) in any Loan Party and (2) any return or distribution of capital or repayments of principal in respect thereof at any time outstanding (including any return, distribution or repayment received substantially concurrently with the making of such Investment) not to exceed the Fair Market Value of the Investment made), (iii) Investments in Existing Joint Venture Interests (other than CareerBuilder, Classified Ventures and Television Food Network), (iv) Investments of Excluded Disposition Assets and of the Equity Interests of any Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction and (v) other Investments of Excluded Disposition Assets and of the Equity Interest of any Excluded Disposition Subsidiary; provided that (i, in the case of this clause (v), (A) no Event of Default has occurred and is continuing or would result therefrom (or, in the case of an Investment in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreement for such Limited Condition Acquisition are entered into), and (iiB) immediately after giving effect to such Investment, either (x) the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to such Investment shall be less than or equal to 6.75:1.00 or (y) the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to such Investment is less than or equal to the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such Investment;

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(k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) the licensing, sublicensing or contribution of IP Rights pursuant to joint marketing arrangements with Persons other than the Borrower and the Restricted Subsidiaries in the ordinary course of business;

(n) loans and advances to any Parent Holding Company in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments made to such Parent Holding Company), Restricted Payments permitted to be made to such Parent Holding Company in accordance with Section 7.06; provided that any such loan or advance shall reduce the amount of the applicable Restricted Payments thereafter permitted under Section 7.06 by a corresponding amount (if the amount of Restricted Payments under such subsection of Section 7.06 is limited to a maximum dollar amount);

(o) other Investments not exceeding the greater of (i) $325,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 2.90% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 3.05% of Consolidated Total Assets, in the aggregate (net of any return or distribution of capital or repayments of principal in respect thereof at any time outstanding (including any return, distribution or repayment received substantially concurrently with the making of such Investment) not to exceed the Fair Market Value of the Investment made);

(p) loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(q) Investments to the extent that payment for such Investments is made by the issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or Equity Interests of any Parent Holding Company) to the seller of such Investments;

(r) Investments of a Person that is acquired and becomes a Restricted Subsidiary or of a company merged or amalgamated or consolidated into any Restricted Subsidiary, in each case after the Closing Date and in accordance with this Section 7.02 and/or Section 7.04, as applicable, to the extent that such

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Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(s) Investments made with the portion, if any, of the Cumulative Credit on the date that the Borrower elects to apply all or a portion thereof to this Section 7.02(s); provided that (A) immediately after giving effect to any such Investment, no Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (B) immediately after giving Pro Forma Effect to any such Investment, the Borrower would have a Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio equal to or less than 4.50:1.00;

(t) any Investments in a Restricted Subsidiary that is not a Loan Party or in a Joint Venture, in each case, to the extent such Investment is substantially contemporaneously repaid in full in cash with a dividend or other distribution from such Restricted Subsidiary or Joint Venture;

(u) the forgiveness or conversion to equity of any Indebtedness owed to a Loan Party and permitted by Section 7.03;

(v) Investments made to consummate the Transactions or in connection with the Transactions;

(w) advances of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to employees, consultants or independent contractors, in each case in the ordinary course of business;

(x) additional Restricted Subsidiaries of the Borrower may be established or created if the Borrower and such Subsidiary comply with the requirements of Section 6.12, if applicable; provided that to the extent any such new Subsidiary is created solely for the purpose of consummating a transaction pursuant to an acquisition permitted by this Section 7.02, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it substantially contemporaneously with the closing of such transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.12, as applicable, until the respective acquisition is consummated (at which time the surviving or transferee entity of the respective transaction and its Subsidiaries shall be required to so comply in accordance with the provisions thereof);

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(y) (i) Investments in a Permitted Receivables Financing Subsidiary or any Investment by a Permitted Receivables Financing Subsidiary in any other Person in connection with a Permitted Receivables Financing; provided, however, that any such Investment in a Permitted Receivables Financing Subsidiary is in the form of a contribution of additional Permitted Receivables Financing Assets and (ii) distributions or payments by such Permitted Receivables Financing Subsidiary of Permitted Receivables Financing Fees;

(z) Guarantees of the Borrower or any Restricted Subsidiary of leases entered into in the ordinary course of business;

(aa) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of other assets, IP Rights, or other rights, in each case in the ordinary course of business;

(bb) Investments made to repurchase or retire Equity Interests of the Borrower (or any Parent Holding Company) owned by any employee stock ownership plan or key employee stock ownership plan of the Borrower (or any direct or indirect parent thereof);

(cc) Investments arising as a result of Permitted Sale Leasebacks or sale leasebacks that do not otherwise constitute “Sale Leasebacks”;

(dd) Investments in Unrestricted Subsidiaries for the purpose of consummating transactions permitted under Section 7.05(e);

(ee) any Investments in a Restricted Subsidiary or in a Joint Venture, in each case, to the extent that following consummation of such Investment such Person becomes a wholly owned Restricted Subsidiary of the Borrower or a Loan Party; provided that the aggregate amount of Investments made pursuant to this Section 7.02(ee) in Persons that do not become Loan Parties in connection with any such Investment, together with the aggregate amount of all Investments made pursuant to Sections 7.02(j)(i) and (ii), shall not exceed the greater of (i) $325,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 2.90% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 3.05% of Consolidated Total Assets (net of any return or distribution of capital or repayments of principal in respect thereof at any time outstanding (including any return, distribution or repayment received substantially concurrently with the making of such Investment) not to exceed the Fair Market Value of the Investment made);

(ff) Investments consisting of the contribution of Equity Interests of any Foreign Subsidiary or FSHCO to any other Foreign Subsidiary or FSHCO;

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(gg) any Investments so long as the Specified Condition is satisfied; provided that immediately after giving effect to any such Investment, no Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into);

(hh) Investments constituting Asset Swap Transactions; and

(ii) Investments made using the Excluded Disposition Credit Not Otherwise Applied.

Section 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) [Reserved];

(b) (v) Indebtedness of the Loan Parties under the Loan Documents, (w) any Refinancing Indebtedness, (x) Indebtedness evidenced by New Incremental Indebtedness, (y) Indebtedness evidenced by Permitted Debt Exchange Notes and (z) any Rollover Indebtedness and, in each case, any Permitted Refinancing thereof;

(c) Indebtedness outstanding or committed to be incurred on the Closing Date and listed on Schedule 7.03 and any Permitted Refinancing thereof;

(d) Guarantees incurred in respect of any Indebtedness or other obligations of the Borrower or any other Restricted Subsidiary that are permitted to be incurred under this Agreement; provided that if such Indebtedness or other obligation is subordinated to the Obligations, any Guarantee thereof shall be subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms of such Indebtedness or other obligation (as determined by the Borrower in good faith);

(e) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party. (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided that all such Indebtedness of any Loan Party under this clause (e)(C) must be expressly subordinated to the Obligations on the terms of the Intercompany Subordination Agreement or subject to subordination terms substantially identical to the subordination terms set forth in Exhibit K, in each case within 60 days of the incurrence of such Indebtedness or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by applicable law and not giving rise to materially adverse tax consequences and (D) Indebtedness of the

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Borrower or any Restricted Subsidiary to any Related License Corporation; provided that all such Indebtedness of any Loan Party under this clause (D) shall be subject to subordination terms substantially identical to the subordination terms set forth in Exhibit K within 60 days of the incurrence of such Indebtedness or such later date as the Administrative Agent shall reasonably agree;

(f) Capitalized Lease Obligations; provided that the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to the issuance or incurrence of such Indebtedness, with the covenant set forth in Section 7.11 (whether or not such covenant is then in effect), and such Indebtedness is not issued or incurred to acquire Equity Interests of any Person and any Permitted Refinancing in respect thereof;

(g) (i) Capitalized Lease Obligations set forth on Schedule 7.03, (ii) purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and (iii) in each case, any Permitted Refinancing in respect thereof; provided that the aggregate principal amount of Indebtedness at any time outstanding under this Section 7.03(g)(ii) (together with the aggregate amount of all Sale Leaseback transactions outstanding pursuant to Section 7.07) shall not exceed the greater of (x) $50,000,000 and (y) (1) prior to a Publishing Assets Disposition, 0.45% of Consolidated Total Assets and (2) after a Publishing Assets Disposition, 0.50% of Consolidated Total Assets;

(h) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries not to exceed the greater of (i) $25,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.25% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.25% of Consolidated Total Assets, at any time outstanding;

(i) Indebtedness in respect of Swap Contracts incurred in the ordinary course of business and not for speculative purposes;

(j) [Reserved];

(k) (i) Indebtedness representing deferred compensation or stock-based compensation to directors, officers, employees, consultants or independent contractors of the Borrower and the Restricted Subsidiaries and (ii) Indebtedness consisting of obligations of the Borrower or the Restricted Subsidiaries under deferred compensation to their directors, officers, employees, consultants or independent contractors or other similar arrangements incurred by such Persons in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted under Section 7.02;

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(l) Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to current or former officers, directors and employees, consultants, independent contractors, their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any Parent Holding Company permitted by Section 7.06;

(m) Indebtedness in respect of indemnification, purchase price adjustments or other similar obligations incurred by the Borrower or any Restricted Subsidiary in a Permitted Acquisition, Disposition or Asset Swap Transaction under agreements which provide for indemnification, the adjustment of the purchase price or for similar adjustments;

(n) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred consideration (e.g., earn-outs, indemnifications, incentive non-competes and other contingent obligations) or other similar arrangements incurred by such Person in connection with the Transaction, or any Permitted Acquisition, Asset Swap Transaction or other Investment permitted under Section 7.02;

(o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (or is merged or consolidated with or into the Borrower or a Restricted Subsidiary) or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary (including any Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with any acquisition of any assets or Person), in each case after the Closing Date as the result of a Permitted Acquisition, Asset Swap Transaction or other Investment permitted by Section 7.02 and any Permitted Refinancing thereof; provided that (i) such Indebtedness is not incurred in contemplation of such acquisition and (ii) on the date of determination, either (x) the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio shall be less than or equal to 6.75:1.00 after giving Pro Forma Effect to the assumption of such Indebtedness and the related Specified Transactions, or (y) the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to such assumption of Indebtedness and the related Specified Transactions is less than or equal to the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower immediately prior to such assumption of Indebtedness and the related Specified Transactions (it being understood, that in each case, Pro Forma Effect shall be given to the entire committed amount of any such Indebtedness, and such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (ii));

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(p) (i) Indebtedness arising under Cash Management Agreements incurred in the ordinary course of business and (ii) Indebtedness in respect of netting services, overdraft protections, credit card programs, automatic clearinghouse arrangements and similar arrangements in each case in connection with deposit accounts and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(q) Indebtedness in an aggregate principal amount not to exceed the greater of (i) $125,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 1.15% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 1.20% of Consolidated Total Assets, at any time outstanding;

(r) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims);

(s) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any Restricted Subsidiary;

(t) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(u) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed the amount of cash that is contributed to the common equity of the Borrower (or any Parent Holding Company) after the Closing Date (other than by the Borrower or any Restricted Subsidiary); provided that (i) the cash so contributed to any Parent Holding Company is promptly further contributed to the common equity of the Borrower, (ii) such Indebtedness is incurred within 180 days after such cash contribution to the Borrower is made and (iii) such Indebtedness is designated as “Contribution Indebtedness” in a certificate from a Responsible Officer of the Borrower on the date incurred;

(v) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting Permitted Additional Debt and any Permitted Refinancing in respect thereof; provided that the aggregate principal amount of Indebtedness then outstanding in reliance on this clause (v) in respect of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed the greater of (i) $125,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 1.15% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 1.20% of Consolidated Total Assets;

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(w) Indebtedness incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to the Borrower or any other Restricted Subsidiary (other than pursuant to Standard Securitization Undertakings); provided that the aggregate principal amount of Indebtedness at any time outstanding under this Section 7.03(w) shall not exceed the greater of (x) $100,000,000 and (y) (1) prior to a Publishing Assets Disposition, 0.90% of Consolidated Total Assets and (2) after a Publishing Assets Disposition, 0.95% of Consolidated Total Assets;

(x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

(y) Indebtedness of the Borrower or any Restricted Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business;

(z) Guarantees incurred in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries and not in respect of Indebtedness for borrowed money;

(aa) (i) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money;

(bb) Indebtedness incurred in connection with any Permitted Sale Leaseback and any Permitted Refinancing in respect thereof;

(cc) (i) Permitted Disposition Transaction Indebtedness and (ii) Guarantees of Indebtedness or obligations of Related License Corporations, in each case under this clause (ii), incurred in the ordinary course of business and not in respect of Indebtedness for borrowed money;

(dd) [Reserved];

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(ee) Indebtedness of an Excluded Disposition Subsidiary incurred in connection with a Disposition, Restricted Payment or, Investment, of all of Equity Interests of such Excluded Disposition Subsidiary to or, in, a Person that is not a Borrower Party, in each case resulting in such Excluded Disposition Subsidiary no longer constituting a Restricted Subsidiary; and

(ff) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in this Section 7.03.

Section 7.04. Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as (other than in the case of clause (e)) no Event of Default would result therefrom (or, in the case of any such transaction in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into):

(a) any Restricted Subsidiary (or any other Person (other than, except as set forth below, any Single Purpose License Subsidiary)) may merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in any State of the United States of America); provided that the Borrower shall be the continuing or surviving Person or the surviving Person (which shall be a Person incorporated or organized in any State of the United States of America or the District of Columbia) shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries; provided that when any Guarantor is merging with another Restricted Subsidiary that is not a Loan Party (A) the Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02, respectively and (C) to the extent constituting a Disposition, such Disposition must be permitted hereunder; provided that (i) a Single Purpose License Subsidiary and any Restricted Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (a) to the extent such merger or consolidation occurs in contemplation of, and immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such Single Purpose License Subsidiary or other Restricted Subsidiary and (ii) any Restricted Subsidiary may take any actions otherwise prohibited by this clause (a) to the extent necessary to comply with the requirements of Section 6.12, Section 6.14 or Section 6.19;

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(b) (i) any Restricted Subsidiary that is not a Loan Party (other than, except as set forth below, any Single Purpose License Subsidiary) may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, or the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries taken as a whole and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); provided that (i) a Single Purpose License Subsidiary and any Restricted Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (b) to the extent such merger or consolidation occurs in contemplation of, and immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such Single Purpose License Subsidiary or other Restricted Subsidiary and (ii) any Restricted Subsidiary may take any actions otherwise prohibited by this clause (b) to the extent necessary to comply with the requirements of Section 6.12, Section 6.14 or Section 6.19;

(c) any Restricted Subsidiary (other than, except as set forth below, any Single Purpose License Subsidiary) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be permitted by Section 7.02; provided that (i) a Single Purpose License Subsidiary and any Restricted Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (c) to the extent such merger or consolidation occurs in contemplation of, and immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such Single Purpose License Subsidiary or other Restricted Subsidiary and (ii) any Restricted Subsidiary may take any actions otherwise prohibited by this clause (c) to the extent necessary to comply with the requirements of Section 6.12, Section 6.14 or Section 6.19;

(d) any Restricted Subsidiary (other than, except as set forth below, any Single Purpose License Subsidiary) may merge, amalgamate or consolidate

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with, or dissolve into, any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12 and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; provided that (i) a Single Purpose License Subsidiary and any Restricted Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (d) to the extent such merger or consolidation occurs in contemplation of, and immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such Single Purpose License Subsidiary or other Restricted Subsidiary and (ii) any Restricted Subsidiary may take any actions otherwise prohibited by this clause (d) to the extent necessary to comply with the requirements of Section 6.12, Section 6.14 or Section 6.19;

(e) the Borrower and the other Restricted Subsidiaries may consummate the Transactions;

(f) subject to Section 7.04(a)(i), the Borrower or any Restricted Subsidiary may merge, amalgamate, consolidate (and in the case of any Restricted Subsidiary, dissolve or liquidate) with or into another Person, engage in an Asset Swap Transaction or Dispose of all or substantially all of its assets order to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(d)(A));

(g) any Investment permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation; and

(h) any Single Purpose License Subsidiary may merge, amalgamate, consolidate with, Dispose all or substantially all of its assets to, or enter into any other transaction described in this Section 7.04 with another Single Purpose License Subsidiary.

Section 7.05. Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business, Dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Borrower and its Restricted Subsidiaries (including allowing any registrations or any applications for registration of any IP Rights meeting the foregoing requirements to lapse or go abandoned) and Dispositions of discontinued operations in the ordinary course of business;

(b) Dispositions of inventory, goods held for sale and other immaterial assets in the ordinary course of business;

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(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount equal to the net proceeds of such Disposition is promptly applied to the purchase price of such replacement property;

(d) (A) Dispositions permitted by Section 7.04, (B) Investments permitted by Section 7.02, (C) Restricted Payments permitted by Section 7.06 and (D) Liens permitted by Section 7.01;

(e) Dispositions by the Borrower or any Restricted Subsidiary of property pursuant to Sale Leasebacks permitted by Section 7.07;

(f) Dispositions of cash and Cash Equivalents;

(g) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(h) licenses, sublicenses or cross-licenses of IP Rights in the ordinary course of business;

(i) sales, Dispositions or contributions of property (A) between Loan Parties, (B) between Restricted Subsidiaries (other than Loan Parties), (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties or (D) by Loan Parties to any Restricted Subsidiary that is not a Loan Party; provided that with respect to Dispositions made pursuant to clause (D) (1) the portion (if any) of any such Disposition made for less than Fair Market Value (on the earlier of (i) the date the legally binding commitment for such Disposition was entered into and (ii) if no legally binding commitment was entered into, the date of such Disposition) and (2) any noncash consideration received in exchange for any such Disposition, shall in each case constitute an Investment in such Restricted Subsidiary;

(j) leases, subleases, licenses, sublicenses, occupancy agreements or assignments of property (other than IP Rights) in the ordinary course of business;

(k) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(l) Dispositions made to consummate the Transactions;

(m) Dispositions of Investments (including Equity Interests) in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

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(n) the transfer for fair value of property (including Equity Interests of Subsidiaries) to another Person in connection with a joint venture arrangement with respect to the transferred Property; provided that such transfer is an Investment permitted pursuant to Section 7.02(c), (i)(i), (j), (o) or, (s), (gg) or (ii);

(o) the unwinding of Swap Contracts permitted hereunder;

(p) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;

(q) any Disposition of any asset between or among the Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to this Section 7.05;

(r) the purchase and sale or other transfer, in each case for cash, of Permitted Receivables Financing Assets (including by capital contribution) to a Permitted Receivables Financing Subsidiary;

(s) Dispositions by the Borrower or any Restricted Subsidiary not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition and (ii) at least 75% of the purchase price for such property in excess of $50,000,000 shall be paid to such Borrower or such Restricted Subsidiary, as applicable, in the form of cash or Cash Equivalents; provided, however, that for the purposes of this clause (s)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Disposition; and (C) any Designated Non-Cash Consideration in respect of such Disposition having an aggregate Fair Market Value, taken together with the Designated Non-Cash Consideration in respect of all other Dispositions, not in excess of the greater of (i) $75,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.70% of Consolidated Total Assets and

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(B) after a Publishing Assets Disposition, 0.70% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-Cash Consideration being measured as of the time received);

(t) the Disposition of any Unrestricted Subsidiary;

(u) (i) the Disposition of assets acquired pursuant to a Permitted Acquisition, an Asset Swap Transaction or any Investment permitted pursuant to Section 7.02, which assets are not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries; (ii) the Disposition of assets that are necessary or advisable, in the good faith judgment of the Borrower, in order to obtain the approval of any Governmental Authority to consummate or avoid the prohibition or other restrictions on the consummation of any Permitted Acquisition, Asset Swap Transaction or any Investment permitted by Section 7.02; and (iii) the Disposition of assets that is necessary or advisable in the good faith judgment of the Borrower, in order to comply with orders from or rules and regulations promulgated by the FCC from time to time;

(v) any Disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value (on the earlier of (x) the date the legally binding commitment for such Disposition was entered into and (y) if no legally binding commitment was entered into, the date of such Disposition) of less than the greater of (i) $50,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.45% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.50% of Consolidated Total Assets;

(w) (i) Dispositions of Excluded Disposition Assets or the Equity Interests of any Excluded Disposition Subsidiary in contemplation of or in connection with a Specified Third Party Transaction and (ii) other Dispositions of Excluded Disposition Assets or the Equity Interests of any Excluded Disposition Subsidiary; provided that (i, in the case of this clause (ii) (A) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists) no Event of Default has occurred and is continuing or would result therefrom, and (iiB) immediately after giving effect to such Disposition (or, as of the date a legally binding commitment for such Disposition is entered into), either (x) the Borrower’s Consolidated Total Net Debt to Consolidated EBITDA Ratio after giving Pro Forma Effect to such Disposition shall be less than or equal to 6.75:1.00 or (y) the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower after giving Pro Forma Effect to such Disposition is less than or equal to the Consolidated Total Net Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries immediately prior to such Disposition; and

(x) Asset Swap Transactions;

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provided, however, that any Disposition of any property in excess of $10,000,000 pursuant to Section 7.05(s) shall be for no less than the Fair Market Value of such property at the time ofearlier of (i) the time the legally binding commitment for such Disposition was entered into and (ii) if no legally binding commitment was entered into, the date of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent is authorized to and shall take any actions necessary or deemed appropriate in order to effect the foregoing.

Section 7.06. Restricted Payments. Declare or makeMake, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries that directly or indirectly own Equity Interests of such Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any such other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

(b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c) the Borrower may make Restricted Payments in an amount not to exceed the Net Cash Proceeds of any Excluded Contribution Not Otherwise Applied, so long as, with respect to any such Restricted Payments, (A) such Restricted Payment is made within 180 days after such Excluded Contribution is made or (B) no Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment being made in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into);

(d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may take actions expressly permitted by Section 7.02 (other than Section 7.02(e)), 7.04, 7.08 or 7.12;

(e) the Borrower or any Restricted Subsidiary may make Restricted Payments to any Parent Holding Company:

(i) the proceeds of which will be used to pay the income taxes and franchise (and similar) taxes (including minimum taxes) imposed in lieu of income taxes of a Parent Holding Company attributable to the Borrower and its Subsidiaries in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of such Parent Holding Company that include the Borrower and its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately; provided that Restricted Payments under this Section 7.06(e)(i) shall not exceed the income tax liability of the consolidated, combined, unitary or affiliated group that would consist solely of the Borrower and its Subsidiaries;

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(ii) the proceeds of which shall be used by such Parent Holding Company to pay (or to make a Restricted Payment to or Investment in a Parent Holding Company to enable it or another Parent Holding Company to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers or employees of any Parent Holding Company, in each case attributable to the operations or ownership of the Borrower and its Subsidiaries or (b) the fees and other amounts described in Sections 7.08(e) to the extent that the Borrower or any Restricted Subsidiary would be then permitted under such Sections 7.08(e) to pay such fees and other amounts directly;

(iii) the proceeds of which shall be used by such Parent Holding Company to pay its (or to make a Restricted Payment to or an Investment in a Parent Holding Company to enable it or another Parent Holding Company to pay) (x) franchise taxes and (y) other taxes imposed on a separate company basis with respect to the Borrower and its Subsidiaries;

(iv) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower (or to make a Restricted Payment to or an Investment in a Parent Holding Company to enable it or another Parent Holding Company to repurchase, retire or otherwise acquire its Equity Interests) from directors, officers, employees or members of management, consultants or independent contractors of the Borrower, any Subsidiary, any Parent Holding Company or any Related License Corporation (or their estate, heirs, family members, spouse and/or former spouse), in each case in connection with the resignation, termination, death or disability of any such directors, officers, employees

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or members of management, consultants or independent contractors or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements, partnership agreement or equity holders’ agreement in an aggregate amount, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement, partnership agreement or equity holders’ agreement not to exceed for any fiscal year of the Borrower, together with any repurchase of Equity Interests made pursuant to Section 7.06(l)(ii) in such fiscal year, $15,000,000; provided further that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance received by a Parent Holding Company (to the extent contributed to the Borrower), the Borrower or any Restricted Subsidiary (solely with respect to the calendar year in which such proceeds are received and without limiting any carry-over thereof permitted above), plus (B) to the extent contributed in cash to the common equity of the Borrower and not theretofore utilized to make a Restricted Payment under this Section 7.06(e)(iv), the Net Proceeds from the sale of Equity Interests of any Parent Holding Company, in each case to members of management, managers, directors, consultants or independent contractors of the Borrower or any of its Subsidiaries or any Parent Holding Company that occurs after the Closing Date, plus (C) the amount of any cash bonuses otherwise payable to any future, present or former, director, employee or consultant of the Borrower, any Parent Holding Company, any Related License Corporation or any of their Restricted Subsidiaries that are in respect of services rendered to the Borrower and its Restricted Subsidiaries and foregone in return for the receipt of Equity Interests of the Borrower, any Parent Holding Company or any of their Restricted Subsidiaries pursuant to a deferred compensation plan of such entity (provided that in no event shall any such contributed amounts set forth in clause (B) that are so utilized increase the Cumulative Credit);

(v) the proceeds of which are applied to the purchase or other acquisition by any Parent Holding Company of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or more than 50% of the Equity Interests in a Person; provided that if such purchase or other acquisition had been made by the Borrower or any Restricted Subsidiary, it would have constituted a Permitted Acquisition permitted to

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be made pursuant to Section 7.02(i); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such purchase or other acquisition and (B) any Parent Holding Company shall, substantially concurrently with the closing thereof, cause (1) all Property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower, any other Loan Party or (to the extent permitted by Section 7.02(i)) any Restricted Subsidiary or (2) the merger (to the extent permitted in Section 7.04) into the Borrower, any other Loan Party or (to the extent permitted by Section 7.02(i)) any Restricted Subsidiary of the Person formed or acquired in order to consummate such purchase or other acquisition;

(vi) [Reserved];

(vii) the proceeds of which shall be used by the Borrower to pay, or to allow any Parent Holding Company to pay, a portion (which shall not exceed the Borrower’s and its Subsidiaries’ ratable portion of the consolidated assets of such Parent Holding Company) of any customary fees and expenses related to any unsuccessful equity offering by any Parent Holding Company, or offering or debt issuance, incurrence or offering, Disposition or acquisition or investment transaction permitted by this Agreement; and

(viii) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, employees, consultants and independent contractors of any Parent Holding Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;

(f) in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments following the First Amendment Effective Date in an aggregate amount not to exceed, together with any prepayment, redemption, purchase, defeasance or other satisfaction of any Junior Financing pursuant to Section 7.12(a)(iv), the sum of (1) the greater of (i) $150,000,000200,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 1.35% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 1.402.00% of Consolidated Total Assets plus (2) an amount (which shall not be less than zero) equal to the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(f)(2), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that (A) immediately after giving effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing (or, in the

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case of a Restricted Payment in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (B) in the case of this Section 7.06(f)(2), immediately after giving Pro Forma Effect to any such Restricted Payment, the Borrower shall have a Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio equal to or less than 4.50:1.00;

(g) Restricted Payments made (i) on or after the Closing Date to consummate the Transactions, (ii) in connection with the consummation of the Transactions or as contemplated by the Purchase Agreement, including any payments or loans made to the Borrower or any direct or indirect parent to enable it to make any such payments or (iii) set forth on Schedule 7.06;

(h) the Borrower and any Restricted Subsidiary may (or, may make Restricted Payments to a Parent Holding Company, to allow the Parent Holding Company to) (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;

(i) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 7.06;

(j) after a Qualified IPO, the Borrower may make Restricted Payments (or, may make Restricted Payments to any Parent Holding Company to permit Restricted Payments to the equity holders of such Parent Holding Company or another Parent Holding Company) in an aggregate amount not exceeding 6.0% per annum of the Net Cash Proceeds received by the Borrower from such Qualified IPO;per Fiscal Quarter not to exceed $0.30 per share (as such amount shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, stock considerations and similar transactions) for each share of common stock of the Borrower (or, if the Borrower is a Subsidiary of a Parent Holding Company, of common stock of the Relevant Parent Entity) outstanding as of the record date for any such Restricted Payment;

(k) the Borrower may (or may pay Restricted Payments to permit any Parent Holding Company to) redeem in whole or in part any Equity Interests of the Borrower or any Parent Holding Company in exchange for another class of Equity Interests or rights to acquire Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (which net proceeds in the case of a contribution to or issuance by any Parent Holding Company shall substantially concurrently be further

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contributed to the common equity of the Borrower); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests of the Borrower are no more adverse (taken as a whole) to the Lenders than those contained in the Equity Interests redeemed thereby;

(l) the Borrower may repurchase Equity Interests of any Parent Holding Company or the Borrower, as applicable, (i) upon exercise of stock options, warrants or similar equity incentive awards if such Equity Interests represents all or a portion of the exercise price of such options, warrants or similar equity incentive awards, and the Borrower may make Restricted Payments to any Parent Holding Company as and when necessary to enable any Parent Holding Company to effect such repurchases and (ii) other equity securities of the Borrower or any Parent Holding Company from current or former directors, employees or members of the management of the Borrower, any Restricted Subsidiary or any Related License Corporation, at a price not in excess of Fair Market Value, in an aggregate amount under this clause (ii) for any fiscal year of the Borrower not to exceed, together with any repurchase, retirement or acquisition of Equity Interests made pursuant to Section 7.06(e)(iv) in such fiscal year, $15,000,000;

(m) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests;

(n) the Borrower may make Restricted Payments (i) of property consisting of Excluded Disposition Assets, (ii) of the Equity Interests of any Excluded Disposition Subsidiary and (iii) with the Excluded Disposition Credit Not Otherwise Applied; provided that immediately after giving effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into); and

(o) the Borrower may make Restricted Payments so long as the Specified Condition is satisfied; provided that immediately after giving effect to any such Restricted Payment, no Event of Default shall have occurred and be continuing (or, in the case of a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into).

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Section 7.07. Sale Leasebacks. Enter into Sale Leasebacks, except Sale Leasebacks in an aggregate amount not to exceed, together with the aggregate amount of all Indebtedness outstanding pursuant to Section 7.03(g)(ii), the greater of (i) $50,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 0.45% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 0.50% of Consolidated Total Assets at any one time outstanding.

Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower (an “Affiliate Transaction”), whether or not in the ordinary course of business, involving aggregate consideration in excess of $10,000,000 other than (a) transactions among Loan Parties and their Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction), (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (d) [Reserved], (e) customary fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable out-of-pocket costs of such Persons may be reimbursed, (f) employment, compensation, bonus, incentive, retention and severance arrangements and health, disability and similar insurance or benefit plans or other benefit arrangements between the Borrower, any Parent Holding Company or any Restricted Subsidiary thereof and their respective directors, officers, employees, managers, consultants or independent contractors (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, directors, managers, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the Board of Directors of any Parent Holding Company or the Borrower or any Restricted Subsidiary, (g) Restricted Payments permitted under Section 7.06 (other than Section 7.06(d)), (h) Investments permitted under Section 7.02, (i) any payments required to be made pursuant to the Purchase Agreement, (j) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment to any such agreement to the extent such an amendment is not materially adverse, taken as a whole, to the Lenders in any material respect, (k) transactions between a Borrower Party and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of any Borrower Party or any Parent Holding Company; provided, however, that such director abstains from voting as a director of such Borrower Party or such Parent Holding Company, as the case may be, on any matter involving such other Person, (l) transactions between a Borrower Party and any Related License Corporation consistent with customary industry practices as

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determined by the Borrower in good faith, made in the ordinary course of business or made pursuant to a Related License Corporation Management Agreement, (m) any issuance of Equity Interests, or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of any direct Parent Holding Company or the Borrower, as the case may be, (n) transactions with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business, (o) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business, (p) Investments by Affiliates in Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries (and/or such Affiliate’s exercise of any permitted rights with respect thereto), so long as non-Affiliates were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Borrower or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally and (q) and any agreements entered into in connection with any transaction permitted pursuant to Section 7.02(j)(iv) or Section 7.06(n)(i) or (ii). For purposes of this Section 7.08, any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.08(b) if (x) such Affiliate Transaction is approved by a majority of Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.

Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) of any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to the Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrower, or any agreement assumed in connection with the acquisition of assets from any Person, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower or of the acquisition of assets from such Person, (iii) any agreement representing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) any agreement in connection with a Disposition permitted by Section 7.05, (v) customary provisions in joint venture agreements or other similar agreements applicable to joint ventures permitted under Section 7.02, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary net worth provisions contained in real property leases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the

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Borrower and the Restricted Subsidiaries to meet their ongoing obligations under the Loan Documents, (viii) any restrictions regarding licenses or sublicenses by the Borrower or any Restricted Subsidiary of IP Rights in the ordinary course of business (in which case such restriction shall relate only to such IP Rights), (ix) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (x) customary or reasonable restrictions contained in any agreements or instruments governing (A) Permitted Additional Debt, (B) Refinancing Indebtedness, (C) New Incremental Indebtedness, (D) Permitted Debt Exchange Notes, (E) Rollover Indebtedness and (F) Indebtedness permitted pursuant to Section 7.03 (to the extent applicable only to the Foreign Subsidiaries obligated with respect to such Indebtedness) and, in each case, any Permitted Refinancing thereof, (xi) restrictions contained in agreements and instruments governing Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions are not materially more restrictive, taken as a whole, to the Borrower and its Subsidiaries than the covenants contained in this Agreement and the other Loan Documents (as reasonably determined by the Borrower in good faith), (xii) solely to the extent that such restrictions relate to the Subsidiary being acquired or incurring such Indebtedness, restrictions contained in assumed Indebtedness permitted pursuant to Section 7.03(o) and (xiii) restrictions imposed by reason of applicable Law or (b) of the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on Collateral for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents except for (i) any agreement in effect on the Closing Date and described on Schedule 7.09, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrower, or any agreement assumed in connection with the acquisition of assets from any Person, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower or of the acquisition of assets from such Person and applies solely to such acquired assets, (iii) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03, but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (including equipment which is permitted to be cross collateralized pursuant to Section 7.01), (iv) customary or reasonable restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (v) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, (vi) customary net worth provisions contained in real property leases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower and the Restricted Subsidiaries to meet their ongoing obligations, (vii) customary or reasonable restrictions contained in agreements and instruments relating to (A) Permitted Additional Debt, (B) Refinancing Indebtedness, (C) New Incremental Indebtedness, (D) Permitted Debt Exchange Notes and (E) Rollover Indebtedness and, in each case, any Permitted Refinancing thereof;

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provided in each case that such restrictions do not restrict the Liens securing the Obligations or the senior priority status thereof (it being understood that any such Indebtedness shall be permitted to be secured on a pari passu basis or junior with the Obligations to the extent permitted hereunder), (viii) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, (ix) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (x) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (xi) customary or reasonable provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business relating to the assets and Equity Interests of such Joint Venture, (xii) restrictions imposed by reason of applicable Law and (xiii) restrictions contained in Indebtedness permitted pursuant to Section 7.03(i) to the extent no more restrictive to the Borrower and the other Restricted Subsidiaries than the covenants contained in this Agreement.

Section 7.10. [Reserved].

Section 7.11. Financial Covenant. Solely in respect of the Revolving Credit Facility, so long as the Outstanding Amount of Revolving Credit Loans, Swing Line Loans and Unreimbursed Amounts (to the extent not Cash Collateralized by the Borrower to at least 100% of such Unreimbursed Amount) as of the end of any Fiscal Quarter (commencing with the Fiscal Quarter ending March 30, 2014) exceeds 25.0% of the aggregate amount of all Revolving Credit Commitments in effect as of the Closing Date, permit the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio as of the last day of such Fiscal Quarter to exceed the ratio set forth below opposite such Fiscal Quarter:

Test Period	Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio
March 30, 2014	5.75:1.00
June 29, 2014	5.75:1.00
September 28, 2014	5.75:1.00
December 28, 2014	5.75:1.00
March 29, 2015 and each Fiscal Quarter ended thereafter	5.25:1.00

Section 7.12. Prepayments, Etc. of Indebtedness; Amendments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof any Indebtedness that is expressly subordinated in right of payment to the Obligations (other than intercompany Indebtedness owing to a Restricted Subsidiary that is not a Loan Party to the extent not prohibited by the terms of the Intercompany Subordination Agreement) (collectively “Junior Financing”) (it being understood that payments of regularly

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scheduled interest and principal shall be permitted), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing made using the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.12(a)(i); provided that (A) immediately after giving effect to any such prepayment, no Event of Default shall have occurred and be continuing (or, in the case of a prepayment in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (B) immediately after giving Pro Forma Effect to any such prepayment, the Borrower and its Restricted Subsidiaries shall have a Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio that is less than or equal to 4.50:1.00, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) or the prepayment of Junior Financing in an amount not to exceed the Net Cash Proceeds of any Excluded Contribution Not Otherwise Applied so long as with respect to any such prepayment, (A) such prepayment is made within 180 days after such Excluded Contribution is made or (B) no Event of Default shall have occurred and be continuing or would result therefrom (or, in the case of prepayment being made in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iii) the prepayment, redemption, purchase, defeasance or other satisfaction of any Junior Financing with any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasance or other satisfaction prior to the scheduled maturity of any Junior Financing, in an aggregate amount not to exceed, together with any Restricted Payments pursuant to Section 7.06(f), (x) the greater of (i) $150,000,000 and (ii) (A) prior to a Publishing Assets Disposition, 1.35% of Consolidated Total Assets and (B) after a Publishing Assets Disposition, 1.40% of Consolidated Total Assets; provided that immediately after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction pursuant to clause (iv), no Event of Default shall have occurred and be continuing (or, in the case of a prepayment being made in connection with a Limited Condition Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (v) the prepayment, redemption, purchase, defeasance or other satisfaction of any Indebtedness (1) existing at the time a Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets, in each case so long as such Indebtedness was not incurred in contemplation of, such Person becoming a Subsidiary or such acquisition, (vi) the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing with the Excluded Disposition Credit Not Otherwise Applied and (vii) the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing so long as the Specified Condition is Satisfied; provided that immediately after giving effect to any such prepayment, redemption, purchase, defeasance or other satisfaction pursuant to this clause (vii), no Event of Default shall have occurred and be continuing (or, in the case of a prepayment being made in connection with a Limited Condition

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Acquisition, no Event of Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into); (b) amend, modify or change any term or condition of any Junior Financing Documentation relating to the subordination of such Junior Financing in any manner that is, taken as a whole, material and adverse to the interests of the Lenders; or (c) amend, modify or change any term or condition of any Junior Financing Documentation, other than such terms or conditions relating to the subordination of such Junior Financing, if such amendment, modification or change would have resulted in such Indebtedness not being permitted under Section 7.03 if incurred on the date of such amendment, modification or change.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

Section 8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, any L/C Obligation or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), (solely with respect to the Borrower) 6.05(a) or in any Section of Article VII (subject to, in the case of the financial covenant contained in Section 7.11, the cure rights contained in Section 8.03 and the proviso at the end of this clause (b)); provided, that a Default by the Borrower under Section 7.11 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Tranche of Term Loan unless and until the Required Revolving Lenders shall have terminated their Revolving Credit Commitments and declared all amounts outstanding under the Revolving Credit Facility to be due and payable; provided however that if the Required Revolving Lenders irrevocably rescind such termination and acceleration in a writing delivered to the Administrative Agent, the Financial Covenant Event of Default shall automatically cease to constitute an Event of Default with respect to any Tranche of Term Loans from and after such date; or

(c) Other Defaults. Any Loan Party fails to perform or observe any covenant or agreement (other than those specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice thereof by the Administrative Agent to the Borrower; or

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(d) Representations and Warranties. Any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered pursuant hereto or thereto shall be incorrect in any material respect when made or deemed made (provided that the failure of any representation or warranty to be true and correct on the Closing Date will not constitute a Default or an Event of Default except to the extent such representation or warranty constitutes a Specified Representation or a Specified Purchase Agreement Representation); or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness owed by the Borrower to any Restricted Subsidiary to the Borrower or any Restricted Subsidiary) having an aggregate outstanding principal amount of more than the Threshold Amount; (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than a default or an event of default in respect of the observance of or compliance with any financial maintenance covenant), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity and any applicable grace or cure period therefor shall have expired; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including any Casualty Event) of the property or assets securing such Indebtedness, if permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder; provided further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or (C) in the case of any such Indebtedness containing or otherwise

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requiring observance or compliance with a financial maintenance covenant, the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have caused such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated Maturity ( “Acceleration”); provided however that if such holder or holders (or a trustee or an agent on behalf of such holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to this clause (e)(C) shall automatically cease from and after such date; or

(f) Insolvency Proceedings, Etc. The Borrower or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes a general assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or substantially all of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or substantially all of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) admits in writing its inability or fails generally to pay its debts as they become due or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or substantially all of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid, and not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not dispute coverage) and there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Plan or Multiemployer Plan or a Foreign Benefit Event occurs with respect to a Foreign Plan which individually or together with any other ERISA Event or Foreign Benefit Event that has occurred, has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount which could reasonably

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be expected to result in a Material Adverse Effect or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. (i) Any material provision of the Guaranty, the Security Agreement or the Pledge Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05, or satisfaction in full of all the Obligations then due and owing (other than contingent indemnification or other obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations)) ceases to be in full force and effect; (ii) any Loan Party denies in writing that it has any or further liability or obligation under the Guaranty, the Security Agreement, the Pledge Agreement or any other Collateral Document (other than as a result of repayment in full of the Obligations then due and owing (other than contingent indemnification or other obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations) and termination of the Aggregate Commitments, or as a result of a transaction permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05)); or (iii) with respect to any Collateral, in the aggregate, having a Fair Market Value in excess of the Threshold Amount any of the Liens intended to be created by the Guaranty, the Security Agreement, the Pledge Agreement or any other Collateral Document shall cease to be or shall not be a valid and perfected Lien having the priority contemplated thereby;

(k) Change of Control. There occurs any Change of Control; or

(l) Station Licenses. The principal Station License or any other material Station License of any Station (other than an Immaterial Station License) shall be revoked or canceled or shall expire by its terms without being renewed or extended by statute which has had or could reasonably be expected to result in a Material Adverse Effect, and the Borrower shall have failed to take action within 30 days after the Borrower received notice of such revocation, cancellation or expiration, which could reasonably be expected to remedy such revocation, cancellation or expiration and to restore and maintain such Station License in effect.

Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (or, if a Financial Covenant Event of Default occurs and

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is continuing, at the request of, or with the consent of, the Required Revolving Lenders only, and in such case, without limiting Section 8.01(b), only with respect to the Revolving Credit Facility, the Swing Line Facility, and any Letters of Credit, L/C Credit Extensions and L/C Obligations), take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03. Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event that the Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.11 at any time when the Borrower is required to comply with such financial covenant, pursuant to the terms thereof, then (A)a)until the expiration of the tenth Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Sections 6.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), the Borrower shall have the right to issue or obtain a contribution to its equity (which shall be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) for cash (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise by the

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Borrower of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments:

(a) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including the determination of Cumulative Credit) or determining the Applicable Commitment Fee or the Applicable Rate), by an amount equal to the Cure Amount; provided that no Cure Amount shall reduce Indebtedness (including as Unrestricted Cash) on a Pro Forma Basis for the applicable Fiscal Quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set forth in Section 7.11 or calculating the Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio and the Consolidated Total Net Debt to Consolidated EBITDA Ratio; and

(b) If, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 7.11, the Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and

(B) upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrower intends to exercise the Cure Right in respect of a Fiscal Quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11, unless such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline.

Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five Fiscal Quarters in respect of which the Cure Right is exercised during the term of the Revolving Credit Facility and (iii) for purposes of this Section 8.03, the Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 7.11.

Section 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after an actual or deemed entry of an order for relief with respect to

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the Borrower under any Debtor Relief Law), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.18 and 2.19, be applied by the Administrative Agent in the following order, subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable:

(a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

(b) second, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent, the Swing Line Lender and the L/C Issuers pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution);

(c) third, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal, interest and Letter of Credit fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under Section 10.05) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause (c) held by them;

(d) fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause (d) held by them;

(e) fifth, (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the L/C Borrowings, obligations of the Loan Parties then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and under the Related License Guarantee with respect to the Related License Secured Obligations and (ii) to Cash Collateralize that portion of L/C Obligations comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.18, ratably among the Lenders, the L/C Issuers, the Hedge Banks party to such Secured Hedge Agreements, the Cash Management Banks party to such Secured Cash Management Agreements and the Related License Corporation Secured Parties in proportion to the respective amounts described in this clause (e) held by them; provided that (x) any such amounts applied pursuant to the foregoing subclause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable L/C Issuers to Cash Collateralize such L/C Obligations, (y) subject to Sections 2.03(c) and 2.18,

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amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause (e) shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Administrative Agent in accordance with the priority of payments set forth in this Section 8.04;

(f) sixth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Obligations then owing to the Administrative Agent and the other Secured Parties; and

(g) last, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in accordance with the priority of payments set forth above.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01. Appointment and Authorization of Agents.

(a) Each Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash Management Bank party to a Secured Cash Management Agreement, a potential Hedge Bank party to a Secured Hedge Agreement and a potential Related License Corporation Secured Party) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of bad faith, gross negligence or willful misconduct.

Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own bad faith, gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction) or (b) be responsible in any manner to any

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Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04. Reliance by Agents.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Sections 4.01 and 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, specifying its objection thereto.

Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to

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defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders or the Required Revolving Lenders, as applicable, in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, each Lender shall, on a ratable basis based on such Lender’s Pro Rata Share of all the Facilities, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and

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without limiting the obligation of any Loan Party to do so), and hold harmless each Agent-Related Person in each case from and against any and all Indemnified Liabilities incurred by such Agent-Related Person; provided, however, that no Lender shall be liable for any Indemnified Liabilities incurred by an Agent-Related Person to the extent such Indemnified Liabilities are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided further, that to the extent any L/C Issuer is entitled to indemnification under this Section 9.07 solely in its capacity and role as L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer under this Section 9.07 (which indemnity shall be provided by such Lenders based upon their respective Pro Rata Share of the Revolving Credit Facility). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 shall apply whether or not any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limiting the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its pro rata share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.08. Agents in their Individual Capacities. Any Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though it were not an Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them. With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

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Section 9.09. Successor Agents.

(a) The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to the consent of the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $5,000,000,000) at all times other than if an Event of Default under Section 8.01(a), (f), or (g) is continuing. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date which is 45 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the 45-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If the Administrative Agent becomes a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder by the Borrower or the Required Lenders.

(b) Any resignation by JPMCB as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and as Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder or upon the expiration of the 45-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, (i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

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Section 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11. Collateral and Guaranty Matters. Each of the Lenders (including in their capacities as potential Hedge Banks party to a Secured Hedge Agreement, potential Cash Management Banks party to a Secured Cash Management Agreement and potential Related License Corporation Secured Parties) and each L/C Issuer irrevocably authorize the Collateral Agent, and the Collateral Agent shall, upon the request of the Borrower,

(a) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations then due and owing (other than (A) contingent indemnification or other contingent obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), (ii) that is sold, disposed of or distributed or is substantially concurrently sold, disposed of or distributed as part of or in connection with any transaction permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, (iv) owned by a Guarantor upon release of such Guarantor from its obligations under the Guaranty pursuant to clause (c) below or (v) upon property constituting Excluded Property (other than clause (a) of the definition thereof);

(b) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(e) (other than in connection with self-insurance), (f), (g), (i), (m), (p), (r), (s), (u), (w), (z), (aa), (bb), (dd), (ee), (ff), (hh), (ii), (jj), (kk) and (mm);

(c) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; and

(d) establish intercreditor arrangements as contemplated by this Agreement.

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to subordinate any Lien thereon granted to or held by the Administrative Agent, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11; provided that the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying that any such transaction has been consummated in compliance with this Agreement and the other Loan Documents.

Section 9.12. Secured Cash Management Agreements, Secured Hedge Agreements and Related License Secured Obligations. No Cash Management Bank, Hedge Bank or Related License Corporation Secured Party that obtains the benefits of Section 8.03, the Guaranty, the Security Agreement, the Pledge Agreement or any other Collateral Document by virtue of the provisions hereof or of any Guaranty, the Security Agreement, the Pledge Agreement or any other Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Hedge Bank or Related License Corporation Secured Party, as the case may be. Each Cash Management Bank, Hedge Bank or Related License Corporation Secured Party not a party to this Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

Section 9.13. Other Agents; Arranger and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-syndication agent,” “co-documentation agent,” “joint lead arranger,” or “joint bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the

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foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.14. Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Section 9.15. Withholding Taxes. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Sections 3.01 and 10.04, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefore, any and all Taxes and any and all related losses, claims, liabilities, expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest

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error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other obligations under any Loan Document. For the avoidance of doubt, for purposes of this Section 9.15, the term “Lender” shall include any L/C Issuer and the Swing Line Lender.

ARTICLE X

MISCELLANEOUS

Section 10.01. Amendments, Etc. Except as otherwise expressly set forth in this Agreement, no amendment, waiver or consent of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, and acknowledged by the Administrative Agent (other than with respect to any amendment or waiver contemplated in clause (h) below, which shall only require the consent of the Required Revolving Lenders), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender, or reinstate the Commitment of any Lender after the termination of such Commitment pursuant to Section 8.02, in each case without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or premium payable hereunder, without the written consent of each Lender directly and adversely affected thereby (and subject to such further requirements as may be applicable thereto under the last two paragraphs of this Section), it being understood that the waiver of any obligation to pay interest at the Default Rate, and the amendment or waiver of any mandatory prepayment of Loans under the Term Facility, shall not constitute a postponement of any date scheduled for the payment of principal, interest or fees;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan (provided that, any Lender, upon the request of the Borrower, may extend the maturity date of any Term Loans owing to it without the consent of

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any other Lender, including the Required Lenders) or L/C Borrowing, or (subject to clause (iii) of the proviso following clause (h) below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition of Consolidated Total First Lien Net Debt to Consolidated EBITDA Ratio or Consolidated Total Net Debt to Consolidated EBITDA Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest or any fees based thereon; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation to pay interest at the Default Rate;

(d) modify Section 2.06(c) or 2.13 without the written consent of each Lender directly and adversely affected thereby;

(e) change (i) any provision of this Section 10.01 (other than the last two paragraphs of this Section) or the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or to make any determination or grant any consent hereunder (other than the definition specified in clause (ii) of this Section 10.01(e)), without the written consent of each Lender, or (ii) the definition of “Required Revolving Lenders,” without the written consent of each Lender under the Revolving Credit Facility;

(f) other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(g) other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the value of the aggregate guarantees of the Obligations under the Guaranty, without the written consent of each Lender; or

(h) (i) amend or otherwise modify Section 7.11, (ii) waive or consent to any Default or Event of Default resulting from a breach of Section 7.11 or (iii) solely with respect to the Revolving Facility, waive or consent to the failure of any condition in Section 4.02, without the written consent of the Required Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (h) shall not require the consent of any Lenders other than the Required Revolving Lenders;

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Borrower and the Lenders required above, affect the rights or duties of such L/C Issuer, in its capacity as such, under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued

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by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Borrower and the Lenders required above, affect the rights or duties of the Swing Line Lender, in its capacity as such, under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, in its capacity as such, in addition to the Borrower and the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, (A) any waiver, amendment, modification or consent in respect of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement or any other Loan Document of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the Lenders with respect to such Tranche that would be required to consent thereto under this Section if such Lenders were the only Lenders hereunder at the time, and (B) in determining whether the requisite percentage of Lenders have consented to any amendment, modification, waiver or other action, any Defaulting Lenders or Affiliate Lenders (other than Debt Fund Affiliates) shall be deemed to have voted in the same proportion as those Lenders who are not Defaulting Lenders or Affiliate Lenders, except with respect to (x) any amendment, modification or other action or plan of reorganization which by its terms requires the consent of all Lenders or each affected Lender (including without limitation those set forth in Section 10.01(a), (b) and (c)) and (y) any amendment, modification, waiver or other action that by its terms adversely affects any Defaulting Lender or Affiliate Lender in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such Defaulting Lender or Affiliate Lender than it is to, other affected Lenders, in which case the consent of such Defaulting Lender or Affiliate Lender, as applicable, shall be required.

Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliate Lender (other than a Debt Fund Affiliate) hereby agrees that, if a proceeding under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliate Lender, such Affiliate Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliate Lender with respect to the Loans held by such Affiliate Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliate Lender to vote, in which case such Affiliate Lender shall vote with respect to the Loans held by it as the Administrative Agent directs; provided that such Affiliate Lender shall be entitled to vote in accordance with its sole

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discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any such Affiliate Lender or the Obligations held by it in a manner that is less favorable in any material respect to such Affiliate Lender than the proposed treatment of similar Lenders and the Obligations held by them that are not Affiliates of the Borrower.

This Section 10.01 shall be subject to any contrary provision of Sections 2.14, 2.15, 2.16, 2.20 or 6.17. In addition, notwithstanding anything else to the contrary contained in this Section 10.01, (a) if the Administrative Agent and the Borrower shall have jointly identified any ambiguity, mistake, omission, defect or inconsistency, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (b) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Guaranty or any Collateral Document to better implement the intentions of this Agreement and the other Loan Documents. Any such amendment agreed by the Borrower and the Administrative Agent, shall become effective without any further action or consent of any other party to any Loan Document.

Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

Notwithstanding anything to the contrary herein, at any time and from time to time, upon notice to the Administrative Agent (who shall promptly notify the applicable Lenders) specifying in reasonable detail the proposed terms thereof, the Borrower may make one or more loan modification offers to all the Lenders of any Facility that would, if and to the extent accepted by any such Lender, (a) change the Applicable Rate and/or fees payable with respect to the Loans and Commitments under such Facility (in each case solely with respect to the Loans and Commitments of accepting Lenders in respect of which an acceptance is delivered) and (b) treat the Loans and Commitments so modified as a new “Facility” and a new “Tranche” for all purposes under this Agreement; provided that (i) such loan modification offer is made to each Lender under the applicable Facility on the same terms and subject to the same procedures as are applicable to all other Lenders under such Facility (which procedures in any case shall be reasonably satisfactory to the Administrative Agent) and (ii) no loan modification shall affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent, the Swing Line Lender or any L/C Issuer, without its prior written consent.

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In connection with any such loan modification, the Borrower and each accepting Lender shall execute and deliver to the Administrative Agent such agreements and other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the applicable loan modification offer and the terms and conditions thereof, and this Agreement and the other Loan Documents shall be amended in a writing (which may be executed and delivered by the Borrower and the Administrative Agent and shall be effective only with respect to the applicable Loans and Commitments of Lenders that shall have accepted the relevant loan modification offer (and only with respect to Loans and Commitments as to which any such Lender has accepted the loan modification offer)) to the extent necessary or appropriate, in the judgment of the Administrative Agent, to reflect the existence of, and to give effect to the terms and conditions of, the applicable loan modification (including the addition of such modified Loans and/or Commitments as a “Facility” or a “Tranche” hereunder). No Lender shall have any obligation whatsoever to accept any loan modification offer, and may reject any such offer in its sole discretion. On the effective date of any loan modification applicable to the Revolving Credit Facility, the Borrower shall prepay any Revolving Credit Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders) outstanding on such effective date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans, L/C Advances or Swing Line Loans (to the extent participated to Revolving Credit Lenders), as the case may be, ratable with any revised Pro Rata Share of a Revolving Credit Lender in respect of the Revolving Credit Facility arising from any nonratable loan modification to the Revolving Credit Commitments under this Section. Notwithstanding the foregoing, no modification referred to above shall become effective unless the Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received reaffirmation agreements with respect to the Borrower and all Material Guarantors.

Section 10.02. Notices; Electronic Communications.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by telecopier or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone or electronic mail shall be made to the applicable telephone number or electronic mail address, as the case may be, as follows:

(i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, telecopier number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties hereto, as provided in Section 10.02(d); and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier or electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including Internet or intranet websites, but excluding electronic mail which is subject to clause (a) of this Section 10.02) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under such Article II by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes (with the Borrower’s consent), notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent-Related Person have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of

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the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent-Related Person; provided, however, that in no event shall any Agent-Related Person have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, telecopier, telephone number or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier, telephone number or electronic mail address for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower to the extent required by Section 10.05. All telephonic notes to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

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Section 10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided hereunder and under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) each L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law.

Section 10.04. Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the other Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents (including reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of Davis Polk & Wardwell LLP and, if necessary, any specialist counsel (including FCC counsel) or one local counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction for each such affected person)), and (b) to pay or reimburse the Administrative Agent, the other

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Agents and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including, without duplication of Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, any proceeding under any Debtor Relief Law or in connection with any workout or restructuring and all documentary taxes associated with the Facilities), including the fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the other Agents and the Lenders taken as a whole, and, if necessary, of any specialist counsel (including FCC counsel) or one local counsel in each relevant jurisdiction (and, in the event of any actual or perceived conflict of interest where the Agent or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, one additional counsel in each relevant jurisdiction for each Lender or group of Lenders or Agents subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01. The foregoing costs and expenses shall include, without duplication of Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within 30 days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto) (except for any such costs and expenses incurred prior to the Closing Date, which shall be paid on the Closing Date to the extent invoiced at least five Business Days prior to the Closing Date). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Section 10.05. Indemnification by the Borrower. The Borrower shall indemnify and hold harmless each Arranger, each Agent-Related Person, each Lender, each L/C Issuer, each of their respective Affiliates and each of their respective officers, directors, employees, advisors, agents, controlling persons and other representatives (collectively, the “Indemnitees”) from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees, costs and expenses (including the reasonable fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee in each relevant jurisdiction, and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a special counsel acting in multiple

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jurisdictions) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (x) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the following, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding): (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or thereby, (b) the Transactions, the Acquisition or any of the other transactions contemplated thereby or (c) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); provided that such indemnity shall not, as to any Indemnitee (or any of its Affiliates, or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives), be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or any of its or their respective officers, directors, employees, advisors, agents, controlling persons or other representatives (in each case, with respect to such person only, and not any other person), (B) from a material breach of the Loan Documents by such Indemnitee or one of its Affiliates or (C) with respect to any claim that did not arise out of any act or omission of the Borrower or its Subsidiaries or any direct or indirect parent or controlling person thereof, any dispute that is among Indemnitees (other than any dispute involving claims against any Agent or Arranger, in its capacity as such); or (y) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned, leased or operated by the Loan Parties or any of their respective Subsidiaries, or any violation or noncompliance with any Environmental Law or Environmental Liability related in any way to the Loan Parties or any of their respective Subsidiaries or their respective current or former operations or properties, ((x) and (y), collectively, the “Indemnified Liabilities”) in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not such proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third person. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials obtained through the Platform or other information transmission systems (including electronic telecommunications) in connection with this Agreement unless determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any such Indemnitee’s affiliates or any of its or their respective

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officers, directors, employees, agents, advisors, controlling persons or other representatives, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Loan Parties to the extent such special, punitive, indirect or consequential damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under this Section 10.05. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, and whether or not any Indemnitee is otherwise a party thereto. Should any investigation, litigation or proceeding be settled, or if there is a judgment against an Indemnitee in any such investigation, litigation or proceeding, the Borrower shall indemnify and hold harmless each Indemnitee in the manner set forth above. The Borrower shall not be liable for any settlement of any proceeding effected without the written consent of the Borrower (not to be unreasonably withheld or delayed), but if settled with such consent, the Borrower agrees to indemnify each Indemnitee from and against any loss or liability by reason of such settlement. All amounts due under this Section 10.05 shall be payable within 30 days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply with respect to Indemnified Taxes other than any Indemnified Taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent, to any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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Section 10.07. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (other than in accordance with Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that:

(i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount shall need be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, in each case unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, the Borrower otherwise consents

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(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed; it being understood that, without limitation, the Borrower shall have the right to withhold its consent to any assignment if, in order for such assignment to comply with Law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) shall be required for any assignment unless (1) an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing at the time of such assignment or (2) such assignment is in respect of the Term Facility and is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment in respect of the Term Facility unless it objects thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment unless such assignment is in respect of the Term Facility and to a Lender, an Affiliate of a Lender or an Approved Fund (provided that the Administrative Agent shall acknowledge such assignment) and (C) the consent of each L/C Issuer and the Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility;

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with a processing and recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments, (y) in the case of assignments by any of the

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Initial Lenders or any of their Affiliates in connection with the primary syndication of the Facilities and (z) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment);

(v) no such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), (B) to any natural person or (C) (i) to any competitors of the Borrower or its Subsidiaries that have been specified to the Administrative Agent by the Borrower in writing from time to time, and any of their Affiliates, (other than Bona Fide Debt Funds), that are clearly identifiable on the basis of such Affiliates’ names or identified in writing by the Borrower from time to time (any such Person, a “Disqualified Lender”), with the list of such Disqualified Lenders as of the Closing Date set forth on Schedule 10.07(b)(v) (it being understood that (i) the Borrower shall not be required to specify Affiliates that are clearly identifiable on the basis of such Affiliates’ names on such schedule, (ii) the Borrower may update such schedule from time to time with respect to Disqualified Lenders meeting the criteria specified above, and the Administrative Agent shall promptly post such updated schedule to the Platform promptly following its receipt thereof, with such updates effective solely upon the posting thereof to the Platform and (iii) in no event shall the Administrative Agent (in its capacity as such) (x) be obligated to ascertain, monitor or inquire as to whether any Lender is a Disqualified Lender or (y) have any liability with respect to any assignment or participation of Loans or Commitments to any Disqualified Lender);

(vi) no Revolving Credit Commitments or Revolving Credit Loans may be assigned to any Affiliate Lender;

(vii) the assigning Lender shall deliver any Notes or, in lieu thereof, a lost note affidavit and indemnity reasonably acceptable to the Borrower evidencing such Loans to the Borrower or the Administrative Agent; and

(viii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting

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Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share; provided that notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits (and to have the obligations) of a Lender under Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, and to be subject to the obligations set forth in Section 10.08. Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b), Section 2.15(e) or Section 3.07(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”); provided that the failure of the Administrative Agent to make an entry, or any finding that an entry is incorrect, in the Register or such accounts or records shall not limit the obligations of the Borrower under this Agreement and the other Loan Documents. The Administrative Agent shall record in the Register each assignment made pursuant to the terms hereof. The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the

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terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as Defaulting Lender. The Register shall be available for inspection by the Borrower, any Agent and any Lender (with respect to itself), at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or any Disqualified Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment, and no foreclosure or other enforcement action in respect thereof, shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that an SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations of such Sections) to the same extent as if it were a Lender and had assigned its interest by assignment pursuant to Section 10.07(b); provided that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including under Section 3.01, 3.04 or 3.05). Each party hereto further agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (ii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Lender of record hereunder. Other than as expressly provided in this Section 10.07(g), (A) such Granting Lender’s obligations under this Agreement shall remain unchanged, (B) such Granting Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender’s rights and obligations under this Agreement. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not, other than in respect of matters unrelated to this Agreement or the transactions contemplated hereby, institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its rights hereunder with respect to any Loan to the Granting Lender and (ii) subject to Section 10.08, disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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(h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans to any Affiliate Lender (including any Debt Fund Affiliate), but only if:

(i) the assigning Lender and such Affiliate Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-2 hereto (an “Affiliate Lender Assignment and Assumption”) in lieu of an Assignment and Assumption;

(ii) after giving effect to such assignment, Affiliate Lenders (other than Debt Fund Affiliates) shall not, in the aggregate, own or hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding (calculated as of the date of such purchase); and

(iii) such Affiliate Lender (other than Debt Fund Affiliates) shall at all times thereafter be subject to the voting restrictions specified in Section 10.01.

(j) Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans to the Borrower or any of its Subsidiaries, but only if:

(i) (x) such assignment is made pursuant to a Dutch auction or similar procedures open to all Term Lenders on a pro rata basis as described in Section 2.05(a)(vi) or (y) such assignment is made pursuant to an open market purchase;

(ii) no Event of Default has occurred and is continuing or would result therefrom;

(iii) any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by the Borrower or any of its Subsidiaries; and

(iv) after giving effect to such assignment, the Available Liquidity of the Borrower and its Restricted Subsidiaries shall equal or exceed $200,000,000.

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(k) (i) Notwithstanding anything to the contrary herein, (i) Affiliate Lenders (other than Debt Fund Affiliates) shall not have any right to attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any other Lender to which representatives of the Borrower are not then present, (ii) Affiliate Lenders (other than Debt Fund Affiliates) shall not have any right to receive any information or material prepared by the Administrative Agent or any other Lender or any communication by or among the Administrative Agent and one or more other Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives and (iii) Affiliate Lenders (other than Debt Fund Affiliates) shall not be entitled to receive advice of counsel to the Agents or other Lenders.

(ii) Each Lender making an assignment to an Affiliate Lender acknowledges and agrees that in connection with such assignment, (1) such Affiliate Lender then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to assign the Term Loans (“Excluded Information”), (2) such Lender has independently and, without reliance on the Affiliate Lender, the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders.

(l) Notwithstanding anything to the contrary herein, JPMCB may,

(i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or

(ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer and Swing Line Lender, as applicable, shall have identified a successor L/C Issuer and Swing Line Lender, as applicable, reasonably acceptable to the Borrower willing to accept its

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appointment as successor L/C Issuer and Swing Line Lender, as applicable, and the effectiveness of such resignation shall be conditioned upon such successor assuming the rights and duties of the L/C Issuer and Swing Line Lender, as applicable. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder that is willing to accept its appointment as such; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of JPMCB as L/C Issuer or Swing Line Lender, as the case may be. If JPMCB resigns as L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMCB resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to such retiring L/C Issuer to effectively assume the obligations of such retiring L/C Issuer with respect to such Letters of Credit.

(m) The applicable Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes), shall maintain a register on which it enters the name and address of (i) each SPC (other than any SPC that is treated as a disregarded entity of the Granting Lender for U.S. federal income tax purposes) that has exercised its option pursuant to Section 10.07(g) and (ii) each Participant, and the amount of each such SPC’s and Participant’s interest in such Lender’s rights and/or obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a tax audit or other proceeding to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable rights and/or obligations of such

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Lender under this Agreement. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Section 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its directors, officers, employees and agents, including accountants, legal counsel and other advisors and numbering administration and settlement service providers and other Affiliates, on a need to know basis (it being understood that the Persons to whom such disclosure is made by such Lender or Agent will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with the terms of this Section 10.08 and such Agent or Lender will be responsible for their compliance herewith); (b) to the extent requested by any regulatory authority having jurisdiction over such Agent, Lender or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f); (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same (or at least as restrictive) as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or prospective direct or indirect controlled counterparties under Swap Contracts to be entered into in connection with the Loans made hereunder; (g) with the written consent of the Borrower; (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (i) to the extent that such information is received by an Agent or Lender from a third party that is not, to such Agent’s or Lender’s knowledge, subject to contractual or fiduciary contractual obligations owning to any Loan Party; (j) to any state, federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (k) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions; provided that such Person is advised and agrees to be bound by the provisions of this Section 10.08. For the purposes of this Section 10.08, “Information” means all information received from or on behalf of any Loan Party or any Subsidiary thereof

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relating to any Loan Party or any Subsidiary thereof (including any information relating to their respective businesses and operations), other than any such information that is publicly available to any Agent or any Lender prior to such disclosure other than as a result of a breach of this Section 10.08 by such Lender or Agent. Any Person required to maintain the confidentiality of Information as provided in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Acceptance, the provisions of this Section 10.08 shall survive with respect to the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Arranger and each Lender until the second anniversary of such Administrative Agent, Co-Syndication Agent, Co-Documentation Agent, Arranger or Lender ceasing to be an Administrative Agent, Co-Syndication Agent, Co-Documentation Agent, Arranger or Lender, respectively.

Each of the Administrative Agent, the Lenders and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Borrower or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

Section 10.09. Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), other than deposits in fiduciary accounts as to which a Loan Party is acting as fiduciary for another Person who is not a Loan Party, at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Secured Party hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the

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Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Secured Party agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Secured Party under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Secured Party may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary constitute security, or shall the proceeds of such assets be available for, payment of the Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by a Domestic Subsidiary does not constitute such an asset (and may be pledged to the extent set forth in Section 6.12) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.05(b)(ii).

Section 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

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Section 10.12. Integration; Effectiveness. This Agreement and the other Loan Documents, and those provisions of the Commitment Letter that, by its terms, survive the termination or expiration of the Commitment Letter and/or the execution and delivery of the Facilities Documentation (as defined in the Commitment Letter), constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. It is expressly agreed and confirmed by the parties hereto that the provisions of the Fee Letter shall survive the execution and delivery of this Agreement, the occurrence of the Closing Date, and shall continue in effect thereafter in accordance with their terms. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

Section 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation (other than contingent indemnification or other obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and Related License Secured Obligations) hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized).

Section 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, then such provisions shall be deemed to be in effect only to the extent not so limited.

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Section 10.15. [Reserved].

Section 10.16. Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY LETTER OF CREDIT TO WHICH IT IS A PARTY TO THE EXCLUSIVE GENERAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK (THE “NEW YORK SUPREME COURT”), AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE “FEDERAL DISTRICT COURT,” AND TOGETHER WITH THE NEW YORK SUPREME COURT, THE “NEW YORK COURTS”) AND APPELLATE COURTS FROM EITHER OF THEM AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE BROUGHT SOLELY IN SUCH NEW YORK COURTS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE (I) ANY AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, (II) ANY PARTY FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT, (III) IF ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON, OR DECLINE (OR, IN THE CASE OF THE FEDERAL DISTRICT COURT, LACK) JURISDICTION OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING, A LEGAL ACTION OR PROCEEDING MAY BE BROUGHT WITH RESPECT THERETO IN ANOTHER COURT HAVING JURISDICTION AND (IV) IN THE EVENT A LEGAL ACTION OR PROCEEDING IS BROUGHT AGAINST ANY PARTY HERETO OR INVOLVING ANY OF ITS ASSETS OR PROPERTY IN ANOTHER COURT (WITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH PARTY FROM ASSERTING A CLAIM OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS SECTION 10.16 WOULD OTHERWISE REQUIRE TO BE ASSERTED IN A LEGAL ACTION OR PROCEEDING IN A NEW YORK COURT) IN ANY SUCH ACTION OR PROCEEDING.

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(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 10.16. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.18. Binding Effect. When this Agreement shall have become effective in accordance with Section 10.12, it shall thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and permitted assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

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Section 10.19. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising the Borrower and its respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents and the Arrangers are arm’s-length commercial transactions between the Borrower and its Subsidiaries, on the one hand, and the Agents and the Arrangers, on the other hand, (C) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent and Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither any Agent nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower or any of its Affiliates, and neither any Agent nor any Arranger has any obligation to disclose any of such interests and transactions to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.20. Affiliate Activities. The Borrower acknowledges that each Agent and each Arranger (and their respective Affiliates) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, any of them may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Borrower and its Affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated

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hereby and by the other Loan documents, (ii) be customers or competitors of the Borrower and its Affiliates or (iii) have other relationships with the Borrower and its Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons. It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrower and its Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

Section 10.21. Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 10.22. USA PATRIOT ACT. Each Lender that is subject to the PATRIOT Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Section 10.23. FCC COMPLIANCE. Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, (a) no party hereto shall take any actions hereunder or under the other Loan Documents that would constitute or result in an assignment of any Station License, permit or authorization or a transfer of control over such Station License, permit or authorization requiring the prior approval of the FCC without first obtaining such prior approval of the FCC and (b) all parties hereto shall take all reasonable actions that are necessary or appropriate to enable the parties to comply with all applicable FCC rules, regulations, orders or other requirements.

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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first written above.

TRIBUNE COMPANY
By:
	Name:
	Title:

JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender, and a Lender
By:
	Name:
	Title:

EX-10.27

Exhibit 10.27

Execution Copy

EMPLOYMENT AGREEMENT (the “Agreement”) dated as of

January 1, 2016 (the “Effective Date”), between Tribune Media

Company, a Delaware corporation (the “Company”), and

Peter Liguori (“Executive”).

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

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as set forth below:

1. Term; Certain Definitions. (a) The term of Executive’s employment under this Agreement (the “Term”) shall be effective as of the Effective Date and shall continue until December 31, 2017 (the “Term Expiration Date”). Executive’s employment under this Agreement may be terminated earlier than the Term Expiration Date at any time pursuant to the provisions of Section 4.

(b) Capitalized terms not defined in this Agreement shall have the meanings given such terms on Annex A.

2. Duties and Responsibilities. (a) The Company hereby employs Executive, and Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as Chief Executive Officer of the Company. During the Term, Executive agrees to be employed by and devote substantially all of Executive’s business time and attention to the Company and the promotion of its interests; provided, however, that, to the extent that such activities do not violate the terms of, or interfere with his performance of his duties, services and responsibilities under, this Agreement, the Executive shall be permitted to manage his personal, financial and legal affairs and serve, with the consent of the Board of Directors of the Company (the “Board”) (for all purposes under this Agreement, any required consent of the Board shall be evidenced by a duly authorized resolution of the Board), on not more than two corporate boards of directors; provided, however, that the Board shall retain the right, in its sole discretion and upon reasonable advance notice to Executive, to require Executive to reduce the number of corporate boards on which he participates to one. Except as expressly set forth herein or as consented to by the Board, during the Term, Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates. Executive shall perform such lawful duties and responsibilities as reasonably directed from time to time by the Board. Executive will have such authority, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of the size and nature of the Company, subject to applicable limitations established by the Board, provided, however, that all key departments and other senior executives of the Company shall report to the Executive or the Executive’s designee. Executive shall report only to the Board. During the Term, Executive shall serve as a member of the Board (for no additional consideration), and upon request shall serve as an officer and/or director of one or more subsidiaries of the Company.

(b) Location. During the Term, Executive’s principal place of employment shall be in the Company’s principal office in New York City, New York. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent reasonably necessary to fully perform Executive’s duties and responsibilities hereunder.

3. Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered under this Agreement, Executive shall receive an aggregate annual base salary (“Base Salary”) at an initial rate of $1,600,000, payable in accordance with the Company’s applicable payroll practices. Base Salary may be increased (but not decreased) on an annual basis as determined by the Board in its sole discretion. References in this Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.

(b) Annual Bonus. During the Term, subject to Section 4(b), Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”), with a target bonus opportunity of $1,500,000 (the “Target Bonus”), under a bonus plan of the Company, based upon both reasonably attainable objectives (which may be based on a number of financial and operational metrics, including but not limited to EBITDA) and subjective factors set by the Board or Compensation Committee of the Board (the “Compensation Committee”) annually after consultation with Executive. The Annual Bonus payable for any calendar year shall be paid in cash and in a lump sum during the following year, at the time and in the manner such bonuses are paid to other similarly situated executives receiving annual bonus payments promptly after results have been determined (which for the avoidance of doubt shall be after the Board’s receipt of audited financials for the year to which the Annual Bonus, if any, relates).

(c) Grants of Equity-Based Awards.

(i) Ongoing Grants. For each year during the Term, Executive shall be granted a combination of restricted stock units in respect of the Company’s Class A common stock (“RSUs”), performance share units in respect of the Company’s Class A common stock (“PSUs”) and nonqualified stock options in respect of the Company’s Class A common stock (“Options”) with an aggregate fair value of $3 million. The equity award each year shall be divided among the three types of awards as follows: RSUs (30% or $900,000), PSUs (40% or $1,200,000) and Options (30% or $900,000). The exercise price of each Option granted under this Section 3(c)(i) shall be the fair market value of the Company’s Class A common stock as of the date of grant. Each grant of Options and RSUs shall vest in equal installments over four years. All or a portion of each grant of PSUs shall vest at the end of a three year performance period relating to the grant. The Compensation Committee shall establish the PSU performance criteria in good faith and in consultation with the Executive. Executive acknowledges that on February 8, 2016, the Company granted him the RSUs and Options required under this Agreement in respect of the 2016 calendar year, and the PSUs required in respect of the 2016 calendar year will be granted to him after the Stockholder Approval (as defined below) is obtained. The RSUs, PSUs and Options granted under this Section 3(c)(i) shall be subject to such other terms as set forth in the applicable grant agreement and in the underlying equity plan as adopted by the Company in good faith consultation with Executive.

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(ii) Supplemental Sign-on Grant. Promptly following the Company’s stockholders’ approval of a new equity plan in accordance with the requirements of the New York Stock Exchange (the “Stockholder Approval”), Executive shall be granted a supplemental award of PSUs (“Supplemental PSUs”), on the terms and conditions set forth on Exhibit B to this Agreement (the “Supplemental PSU Agreement”), unless Executive’s employment is terminated by the Company for Cause or Executive resigns his employment without Good Reason prior to such date. The Company shall use its commercially reasonable efforts to obtain the Stockholder Approval at its 2016 annual stockholder meeting. Notwithstanding anything herein to the contrary, the treatment of the Supplemental PSUs upon Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement. Unless otherwise expressly provided in this Agreement, references in this Agreement to “PSUs” shall not refer to the Supplemental PSUs. For the avoidance of doubt, the Supplemental PSUs are in addition to, and not in lieu of any of, the equity awards to be granted under Section 3(c)(i), and the value of the Supplemental PSUs shall not be taken into account in determining any equity awards to be granted under this Section 3(c)(i).

(d) Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans and programs (including without limitation, four (4) weeks’ vacation per calendar year, health insurance, dental insurance, life insurance and 401(k) plan) and receive perquisites, commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives, subject to the terms and conditions of such plans, provided that nothing herein shall limit the Company’s ability to amend, modify or terminate any such plans or arrangements.

(e) Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with its then-prevailing policies and procedures for expense reimbursement for senior executives as approved by the Board in good faith consultation with Executive (which shall include appropriate itemization and substantiation of expenses incurred).

(f) Indemnification. The Executive will be entitled to indemnification and prompt advancement of legal fees, costs and expenses, on the same terms as indemnification and advancement are made available to other senior executives of the Company, whether through the Company’s bylaws or otherwise. During the Term and for six years thereafter, the Executive shall be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its other directors and officers, as may be altered from time to time for such directors and officers.

4. Termination of Employment. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that during the Term Executive shall be required to give the Company at least 90 days’ advance written notice (the “Notice Period”) of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason) (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such

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termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement). Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death. The Company reserves the right to require Executive not to be in the offices of the Company or any of its Affiliates and/or not to undertake all or any of Executive’s duties and/or not to contact clients, colleagues or advisors of the Company or any of its Affiliates (unless otherwise instructed) during all or part of any period of notice of Executive’s termination of service. During the Notice Period, Executive’s terms and conditions of service and duties of fidelity and confidentiality to the Company remain in full force and effect.

(b) Following any termination of Executive’s employment during the Term, except as otherwise provided for under this Section 4, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 3 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary and for payment of any unreimbursed expenses under Section 3(e), in each case accrued or incurred, through the date of termination of employment and timely submitted for reimbursement, payable as soon as practicable and in all events within 30 days following termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable (including vacation pay) to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, any unpaid Annual Bonus for the year of termination of employment is forfeited if during the Term Executive voluntarily terminates his employment (other than for Good Reason). Except as specifically provided otherwise in the grant agreement or this Agreement, all unvested Options, RSUs and PSUs shall terminate immediately upon termination of Executive’s employment for any reason, and all vested Options shall terminate immediately upon termination of Executive’s employment by the Company with Cause.

(c) If during the Term, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), or by Executive for Good Reason, then Executive shall be entitled to receive severance pay in an aggregate amount (the “Severance Amount”) equal to:

(i) Two times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s Target Bonus, payable in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24) month period immediately following such termination.

(ii) Continuation for twenty-four (24) months of any health and dental insurance benefits under the terms of the applicable Company benefit plans, subject to the Company’s continuing to provide such insurance benefits for its employees and to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted

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healthcare reform law (the Patient Protection and Affordable Care Act) or other applicable law, the Company may alternatively provide Executive with a cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the benefits provided by this clause (ii) are referred to as the “Continued Benefits”). Executive shall not be required to exercise any COBRA continuation coverage until after what would have been the end of the Term.

(iii) Payment of any earned but unpaid Annual Bonus, if any, for the calendar year prior to the calendar year in which such termination of employment occurs.

(iv) Accelerated vesting of Options and RSUs granted prior to the date of termination that would have vested over the two-year period following such termination. All vested Options shall remain exercisable for a twelve month period following the date of termination. With respect to each outstanding PSU grant that is unvested on the date of termination, a prorated number of PSUs (a “Prorated PSU Amount”) shall vest after the applicable performance period, determined by multiplying (A) the number of PSUs in such grant that would have vested based on actual performance of the applicable performance period had Executive then continued to be employed by the Company by (B) the ratio of the number of days in the applicable performance period during which Executive was employed by the Company compared to the total number of days in the applicable performance period.

(d) If Executive’s employment is terminated during the Term due to death or by the Company due to Disability, then Executive shall be entitled to receive (i) payment of any accrued but unpaid Base Salary, (ii) an amount equal to the Annual Bonus that would have been otherwise payable to Executive for the fiscal year in which such termination occurs (based on pro-forma performance over the entire fiscal year extrapolated from the performance run rate through the date of termination), multiplied by a fraction, the numerator of which is the number of days worked in such year and the denominator of which is 365, (iii) the Continued Benefits and accrued vacation pay, (iv) payment of any unreimbursed expenses incurred through the date of termination and (v) after the applicable performance period, a vested Prorated PSU Amount of each outstanding PSU grant that is then unvested.

(e) In addition to the payments and benefits otherwise provided under this Section 4, if (x) a Change in Control shall occur during the Term and (y) within the one year period immediately following the Change in Control, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, all unvested Options, RSUs and PSUs then held by Executive shall automatically vest in full (which, for the avoidance of doubt, in the case of PSUs shall be the target amount) upon the effective date of Executive’s termination of employment. Notwithstanding anything herein to the contrary, the exclusive treatment of the Supplemental PSUs upon a Change in Control or Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement.

(f) In the event that Executive continues to be employed by the Company after the Term Expiration Date and his employment is terminated by the Company without Cause

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(other than due to death or Disability) following the Term Expiration Date or Executive terminates his employment for any reason within 60 days following the Term Expiration Date: (x) with respect to any then outstanding grants of RSUs and Options, Executive shall be credited with a full year of vesting service for any vesting periods that include the portion of the 2017 calendar year and (y) the Prorated PSU Amount of each outstanding PSU grant that is then unvested shall vest and become payable to Executive after the applicable performance period. In addition, in the event that Executive’s employment is terminated following the Term Expiration Date for any reason, other than by the Company for Cause, Executive shall be paid his Annual Bonus in respect of the 2017 fiscal year, based on actual performance, at the time the Annual Bonus otherwise would have been paid under Section 3(b) above. For the avoidance of doubt, except for the benefits provided under this Section 4(f), in no event shall Executive be entitled to the Severance Amount or any other benefits provided under Section 4(c), 4(d) or 4(e) in connection with a termination of Executive’s employment following the Term Expiration Date.

(g) Notwithstanding anything in this Agreement to the contrary, Executive’s entitlement to the payment and benefits and certain rights set forth in Section 4(c), (d), (e) and (f) above shall be (A) conditioned upon Executive having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), substantially in the form attached hereto as Exhibit A to be negotiated in good faith, that has become effective in accordance with its terms within 55 days following the termination of Executive’s employment (the “Release Condition”), (B) subject to Executive’s continued compliance in all material respects with the terms of this Agreement and (C) subject to Section 24.

(h) Upon termination of Executive’s employment for any reason, upon the Company’s request, Executive agrees to resign, as of the date of such termination of employment or such other date requested, from any positions that the Executive holds with the Company and any of its Affiliates (whether as an employee, officer, director, consultant, trustee, committee member or otherwise) to the extent Executive is then serving thereon.

(i) Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy or other remunerative activity of Executive.

5. Noncompetition and Nonsolicitation. For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Company shall include its subsidiaries and any Affiliates of the Company that are Controlled by the Company.

(a) Executive agrees that Executive shall not, directly or indirectly, without the prior written consent of the Company:

(i) while an employee of the Company and during the Non-Compete Period, engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in

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any manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other Affiliates of the Company whose business is related to that of the Company in the business of television broadcasting, newspaper publishing, or other digital information or entertainment services, or any other business in which the Company or any of its Affiliates is engaged (or in which the Company or any of its Affiliates has been actively planning to engage) at the time of termination (in all cases other than businesses that are immaterial to the Company), including any activities or businesses of the Company, its subsidiaries or such Affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business relationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”) or assist any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or

(ii) while an employee of the Company and during the Non-Compete Period, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii)(A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or Person or category thereof.

The periods during which the provisions of Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a), to the extent permitted by law.

(b) The provisions of Section 5(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities.

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(c) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company he will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents.

6. Nondisclosure of Confidential Information. (a) Executive acknowledges that Executive shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, Executive may disclose only that portion of the Confidential Information which is legally required to be disclosed. Notwithstanding anything in this agreement to the contrary, this Agreement does not prohibit Executive from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by the Company that Executive reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company. Executive’s obligations under this Section 6 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

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(b) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary for the prosecution or defense of such dispute).

(c) Executive further agrees that Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person.

7. Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by Executive while an employee of the Company or its subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company, and Executive shall immediately return such property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request and subject to inspection in accordance with applicable Company employee policies generally; provided that Executive shall be permitted to retain a copy of his contacts/rolodex and personal files.

8. Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a

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literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 8 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

(c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

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9. Nondisparagement. While employed and at all times thereafter, Executive shall not, whether in writing or orally, disparage the Company, or their predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair Executive from testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or from filing or presenting truthful statements in any legal or administrative proceeding in which Executive is named as a defendant.

10. Notification of Subsequent Employer. Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during any period during which Executive remains subject to any of the covenants set forth in Section 5, Executive shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company. For the avoidance of doubt, the Company shall in any event be permitted to provide any such prospective employer with written notice of the provisions of Section 5 of this Agreement.

11. Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage and without the requirement to post bond) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of Executive’s breach of such provision.

12. Representations of Executive; Advice of Counsel. (a) Executive represents, warrants and covenants that as of the Effective Date: (i) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject and (iv) Executive possesses any licenses or certifications necessary for Executive to perform his duties hereunder and commencement of employment with the Company shall not be a breach of such representation).

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(b) Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

13. Cooperation. Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against any Released Parties, which relate to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and/or providing testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith, and further provided that any such cooperation occurring after the termination of Executive’s employment shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Executive’s business or personal affairs.

14. Withholding. The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S. or other taxes as are required to be withheld pursuant to any applicable law or regulation.

15. Assignment. (a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void. The Company may only assign this Agreement, and its rights and obligations hereunder, in accordance with the terms of Section 15(b) hereof, or to an Affiliate of the Company, provided that any such assignee expressly agrees to assume in writing and perform all obligations of the Company hereunder.

(b) This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Executive’s death, Executive’s estate and heirs in the case of any payments due to Executive hereunder). Executive acknowledges and agrees that all of Executive’s covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.

16. Governing Law; No Construction Against Drafter. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction,

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and performance of this Agreement in all respects shall be governed by the laws of the State of New York without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

17. Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the federal courts located within the Borough of Manhattan (or, if subject matter jurisdiction in such courts is not available, in any state court located within the Borough of Manhattan) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 17 or enforcing any judgment obtained by either party.

(b) The agreement of the parties to the forum described in Section 17(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c) The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 21.

(d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 17(d).

(e) The prevailing party shall be entitled to reimbursement of its costs and expenses (including reasonable outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

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18. Amendment; No Waiver; Severability. (a) No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b) if any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section 5, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

19. Entire Agreement. This Agreement (including its exhibits) constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter, including, without limitation, the Original Agreement. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. Notwithstanding anything herein to the contrary, nothing in this Agreement (other than the termination provisions in Section 4) shall divest Executive from any benefits previously granted to or vested by Executive, including equity awards granted or vested prior to the Effective Date.

20. Survival. The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions. Without limiting the generality of the foregoing or Section 1(a): Sections 5 through 24 of this Agreement shall survive the termination of this Agreement and continue to apply following the end of the Term, unless otherwise modified by a separate agreement between Executive and the Company.

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21. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

If to the Company:	Tribune Media Company 685 Third Avenue New York, NY 10017 Attn: Chairman of the Compensation Committee Attn: General Counsel
	and
	Attn: Chairman of the Compensation Committee
With a copy to:	Lawrence K. Cagney, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 lkcagney@debevoise.com
If to Executive:	Mr. Peter Liguori c/o Del, Shaw, Moonves, Tanaka, Finkelstein & Lezcano A Law Corporation 2120 Colorado Avenue, Suite 200 Santa Monica, California 90404-3561 Attn: Ernest Del, Esq.
With a copy to:	Ernest Del, Esq. Del, Shaw, Moonves, Tanaka, Finkelstein & Lezcano A Law Corporation 2120 Colorado Avenue, Suite 200 Santa Monica, California 90404-3561

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

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22. Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

23. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

24. Section 409A. (a) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive in connection with payments and benefits provided in accordance with the terms of this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii) amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations § 1.409A-1(h) and (iii) Executive is employed by a public company or a controlled group affiliate thereof, no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s separation from service or, if earlier, Executive’s date of death, and following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.

(c) Any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or provided to Executive 61 days following a “separation from service” as defined in Treasury Regulations § 1.409A-1(h), provided that Executive satisfies the Release Condition, if required by Section 4(g). Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1 (b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii))

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and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.

(d) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs, and provided that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary
PETER LIGUORI
/s/ Peter Liguori

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Annex A

Certain Definitions

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

“Cause” means: (a) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (b) conduct constituting embezzlement, material misappropriation or fraud, whether or not related to Executive’s employment with the Company; (c) commission of a material act of dishonesty or conduct in violation of Company’s written policies and codes of conduct; (d) willful unauthorized disclosure or use of Confidential Information; (e) material improper destruction of Company property; (f) willful misconduct in connection with the performance of Executive’s duties; or (g) any finding by the Securities and Exchange Commission pertaining to the willful conduct of the Executive which, in the opinion of independent counsel selected by the Company, could reasonably be expected to impair or impede the Company’s ability to register, list, or otherwise offer its stock to the public, or following any initial public offering, to maintain itself as a publicly traded company; provided, however, that Executive shall be provided a single 10-day period to cure any such breach set forth in clause (c), (e) or (f), to the extent curable. For the avoidance of doubt, placing the Executive on paid leave for up to 60 days during which the Company continues to provide the Executive with the Base Salary and other compensation and benefits required under Section 3 of this Agreement, pending the Board’s good faith determination of whether there is a basis to terminate the Executive for Cause, will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment.

“Change in Control” shall be deemed to occur upon:

(i) the acquisition, through a transaction or series of transactions (other than through a public offering of the Company’s common stock under the Securities Act of 1933 or similar law or regulation governing the offering and sale of securities in a jurisdiction other than the United States), by any Person of beneficial ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “Beneficial Ownership”) of more than 50% (on a fully diluted basis) of either (A) the then-outstanding shares of common stock of the Company taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);

(ii) the date upon which individuals who, during any consecutive 24-month period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at

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least a majority of the Board; provided, that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed an Incumbent Director; provided further, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed an Incumbent Director; or

(iii) the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer, or other disposition of all or substantially all of the business or assets of the Company to third party purchaser that is not an Affiliate of the Company (a “Sale”), that in each case requires the approval of the Company’s stockholders (whether for such Business Combination or Sale or the issuance of securities in such Business Combination or Sale), unless immediately following such Business Combination or Sale, (A) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company in a Sale (in either case, the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted or exchanged pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, and (B) no Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company).

“Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of 90 days or for a period of 120 days in any 365 day period as determined by the Board in its good faith judgment.

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“Good Reason” means, without the Executive’s prior written consent, one or more of the following events: (a) a reduction in the Base Salary or Annual Bonus target opportunity; (b) a material diminution or adverse change in the duties, authority, responsibilities, positions or reporting lines of authority of the Executive; (c) the appointment of an Executive Chairman of the Company (or, if applicable, the Surviving Company or Parent Company) or Executive Chairman of the Board (or, if applicable, the board of directors of the Surviving Company or the Parent Company); (d) the Company’s requiring the Executive to be based at a location in excess of 50 miles from the location of the Executive’s principal job location or office specified in Section 2(b), except for required travel on the Company’s business to an extent substantially consistent with the Executive’ s position; or (e) in the case of a Change in Control that is either a Business Combination in which the Company is not the Surviving Company or a Sale, the failure of the Surviving Company to assume this Agreement; provided, however, that prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following his knowledge of such facts and circumstances, and the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured, then Executive shall not be permitted to resign for Good Reason in respect thereof). Any termination of employment by Executive for Good Reason shall be communicated to the Company by written notice, which shall include Executive’s date of termination of employment (which, except as set forth in the preceding sentence, shall be a date at least ten (10) days after delivery of such notice and the expiration of such cure period and not later than 60 days thereafter). If a Change in Control shall occur and, within the one (1) year immediately following the Change in Control, the Executive is not serving as the chief executive officer of the Company, the Surviving Company or Parent Company, the Executive’s good faith determination that any of the items described in clause (b) above has occurred shall be presumed to be correct, unless refuted by clear and convincing evidence to the contrary. For the avoidance of doubt, in no event shall the mere occurrence of a Change in Control, the disposition of one or more divisions or business units of the Company or the Company ceasing to be a public company, absent any further impact on the Executive, be deemed to constitute Good Reason.

“Governmental Entity” means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.

“Non-Compete Period” means the 24 month period immediately following termination of Executive’s employment during the Term. Notwithstanding the above, Executive also agrees and acknowledges that the Company, in its sole discretion, may elect to enforce the provisions of Section 5 of the Agreement for the 6 month period following termination of Executive’s employment after the Term Expiration Date, by providing Executive written notice of such election prior to the Term Expiration Date, provided that if the Company makes such election, it shall pay Executive the Optional Noncompete Consideration (as defined below).

“Optional Noncompete Consideration” means (1) 6 months of Executive’s then-current Base Salary plus 50% of Executive’s Target Bonus payable in substantially equal installments consistent with the Company’s payroll practices during the 6 month period immediately following such termination (the “Optional Noncompete Period”), and (ii) Continued Benefits for the Optional Noncompete Period. Executive shall have the right to elect COBRA continuation coverage following the expiration of the Optional Noncompete Period.

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“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity.

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Exhibit A

GENERAL RELEASE AND

COVENANT NOT TO SUE

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

1. Peter Liguori (“Executive”), on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (“Executive Related Parties”), in consideration for the amounts payable and benefits to be provided to him under that Employment Agreement, dated as of January 1, 2016, between Tribune Media Company, a Delaware corporation (the “Company”), and Executive (the “Employment Agreement”), hereby covenants not to sue or pursue any litigation against, and waives releases and discharges the Company, its Affiliates (as defined in the Employment Agreement), their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or its Affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to Sue) or the Supplemental PSU Agreement (as defined in the Employment Agreement); (ii) any rights Executive may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries, including any equity-based compensation or benefit plans; (iii) any rights Executive may have to indemnification under the Employment Agreement, the Company’s by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; or (iv) any rights Executive and the Executive Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against Executive and the Company as a result of any act or failure to act for which Executive and the Company are held jointly liable.

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2. Executive further agrees that this General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that he is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this General Release and Covenant Not to Sue from filing a charge with any relevant federal, state or local administrative agency, but Executive agrees to waive his rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

3. In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that he is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Executive’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

4. The Company’s offer to Executive of this General Release and Covenant Not to Sue and the payments and benefits set forth in the Employment Agreement are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. Executive acknowledges that Executive has not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding”). Executive represents that Executive is not aware of any basis on which such a Proceeding could reasonably be instituted. Executive (i) acknowledges that Executive will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”).

5. Executive acknowledges that he has been offered but declined a period of time of at least [21/45]¹ days to consider whether to sign this General Release and Covenant Not to Sue,

¹  To be selected based on whether applicable termination is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA).

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which Executive has waived, and the Company agrees that Executive may cancel this General Release and Covenant Not to Sue at any time during the seven days following the date on which this General Release and Covenant Not to Sue has been signed (the “Revocation Period”). Executive acknowledges and agrees that he has entered into this General Release and Covenant Not to Sue knowingly and willingly and have had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive further acknowledges that Executive has read this General Release and Covenant not to sue carefully, has been advised by the Company to, and has in fact, consulted an attorney, and fully understands that by signing this General Release and Covenant Not to Sue Executive is giving up certain rights which he may have to sue or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Board of Directors of the Company written notice stating that he is canceling or revoking this General Release and Covenant Not to Sue during the Revocation Period. If this General Release and Covenant Not to Sue is timely canceled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable, and the Company shall not be obligated to make the payments to Executive or to provide Executive with the benefits identified in the Sections of the Employment Agreement referred to in Section 4(g) of the Employment Agreement, unless and until the requirements with respect thereto are met. Executive acknowledges that, even if this General Release and Covenant Not to Sue is not executed or is canceled or revoked by him, the provisions of the Employment Agreement that otherwise by their terms survive termination of Executive’s employment shall remain in full force and effect.

6. The invalidity or unenforceability of any provision or provisions of this General Release and Covenant Not to Sue shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to Sue, which shall remain in full force and effect. This General Release and Covenant Not to Sue sets forth the entire agreement of Executive and the Company in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to Sue. The validity, interpretation, construction and performance of this General Release and Covenant Not to Sue shall be governed by the laws of the State of New York without regard to its conflicts of law principles, and the provisions of Sections 16 and 17 of the Employment Agreement shall apply mutatis mutandis.

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IN WITNESS WHEREOF, Executive and the Company have each caused this General Release and Covenant Not to Sue to be executed as of the dates shown below.

TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
Name: Edward Lazarus
Title: Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary
Date: February 24, 2016
EXECUTIVE
/s/ Peter Liguori
Peter Liguori
Date: February 24, 2016

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Exhibit B

Award Agreement for Supplemental Sign-on Grant

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EX-10.28

Exhibit 10.28

Execution Copy

EMPLOYMENT AGREEMENT (the “Agreement”) dated

as of January 1, 2016 (the “Effective Date”), between Tribune

Media Company, a Delaware corporation (the “Company”), and

Chandler Bigelow (“Executive”).

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

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as set forth below:

1. Term; Certain Definitions. (a) The term of Executive’s employment under this Agreement (the “Term”) shall be effective as of the Effective Date and shall continue until December 31, 2017 (the “Term Expiration Date”). Executive’s employment under this Agreement may be terminated earlier than the Term Expiration Date at any time pursuant to the provisions of Section 4 below.

(b) Capitalized terms not defined in this Agreement shall have the meanings given such terms on Annex A.

2. Title and Duties. During the Term, Executive’s title initially shall be, Interim Chief Financial Officer, Executive Vice President and Chief Business Strategies and Operations Officer and, as of February 24, 2016, Executive Vice President, Chief Financial Officer. Executive will have such duties and responsibilities customarily exercised by an individual serving in such a capacity, together with such other duties and responsibilities consistent with Executive’s position as reasonably assigned to Executive from time to time by the Company. Executive shall report directly to the Chief Executive Officer of the Company. During the Term, upon request, Executive shall serve as an officer and/or director of one or more subsidiaries of the Company.

3. Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered to the Company hereunder, Executive shall receive an annual base salary (“Base Salary”) at an initial rate of $700,000, payable in accordance with the Company’s applicable payroll practices. Base Salary may be increased (but not decreased) on an annual basis as determined by the Company in its sole discretion. References in this Letter Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.

(b) Annual Bonus/Deferred MIP. (i) During the Term, Executive shall be eligible for an annual bonus award determined by the Company in respect of each fiscal year during Executive’s term of employment with the Company (the “Annual Bonus”). The target Annual Bonus for each fiscal year shall be $700,000 (the “Target Bonus”), with the actual Annual Bonus payable being based upon the level of achievement of reasonably attainable

annual Company and individual performance objectives for such fiscal year, as determined by the Company and communicated to Executive’s. Except as set forth otherwise herein, the Annual Bonus shall be paid at the same time as annual bonuses are generally payable to other senior executives of the Company, subject to Executive’s continuous employment with the Company through the end of the year with respect to which such Annual Bonus relates, subject to Section 4 below.

(ii) Notwithstanding anything herein to the contrary, Executive shall remain entitled to receive any benefits that may be due Executive under the Second Amended and Restated Tribune Company Rabbi Trust Agreement for Chandler Bigelow III, and the Management Incentive Plan Rabbi Trust No. 1 (the “Deferred MIP Benefits”), as and when payable in accordance with the terms governing such benefits.

(c) Grant of Equity-Based Awards.

(i) Ongoing Grants. Beginning in 2016 and with respect to each subsequent year of the Term, Executive shall be granted a combination of restricted stock units in respect of the Company’s Class A common stock (“RSUs”), performance share units in respect of the Company’s Class A common stock (“PSUs”) and nonqualified stock options in respect of the Company’s Class A common stock (“Options”) (valued in accordance with Black-Scholes or similar binomial option-pricing model), such awards having an aggregate fair value, each year, equal to $1,000,000 (based on the fair market value of the Company’s Class A common stock on the date of grant). The equity award each year shall be divided among the three types of awards as follows: RSUs – 30%; PSUs – 40% and Options – 30%. The exercise price for each grant of Options shall be the fair market value of the Company’s common stock as of the date of their grant. Each grant of Options and RSUs shall vest in equal annual installments over four (4) years. The Compensation Committee of the Board of Directors of the Company shall establish the PSU performance criteria, including the performance period relating to the grant. The RSUs, PSUs and Options shall be subject to such other terms as set forth in the applicable grant agreement and in the underlying equity plan as adopted by the Company. Executive acknowledges that on February 8, 2016, the Company granted Executive the RSUs and Options required under this Agreement in respect of the 2016 calendar year, and the PSUs required in respect of the 2016 calendar year will be granted to Executive after the Stockholder Approval (as defined below) is obtained.

(ii) Supplemental Sign-on Grant. Promptly following the Company’s stockholders’ approval of a new equity plan in accordance with the requirements of the New York Stock Exchange (the “Stockholder Approval”), Executive shall be granted a supplemental award of PSUs (“Supplemental PSUs”), on the terms and conditions set forth on Exhibit C to this Agreement (the “Supplemental PSU Agreement”), unless Executive’s employment is terminated by the Company for Cause or Executive resigns without Good Reason prior to such date. The Company shall use its commercially reasonable efforts to obtain the Stockholder Approval at its 2016 annual stockholder meeting. Notwithstanding anything herein to the contrary, the treatment of the Supplemental PSUs upon Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement. Unless otherwise expressly provided in this Agreement, references in this Agreement to “PSUs” shall not refer to the Supplemental

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PSUs. For the avoidance of doubt, the Supplemental PSUs are in addition to, and not in lieu of any of, the equity awards to be granted under Section 3(c)(i) above, and the value of the Supplemental PSUs shall not be taken into account in determining any equity awards to be granted under Section 3(c)(i).

(d) Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans and programs (including without limitation, vacation, health insurance, dental insurance, life insurance and 401(k) plan) and receive perquisites, commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives, subject to the terms and conditions of such plans and programs, provided that nothing herein shall limit the Company’s ability to amend, modify or terminate any such plans or programs. Executive’s vacation entitlement will be four (4) weeks per calendar year of the Term (including 2016).

(e) Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for his reasonable and necessary business expenses in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(f) Retention Bonus. Provided that Executive remains continuously employed with the Company through and including December 31, 2017, the Company shall pay Executive $1,400,000, in substantially equal installments consistent with the Company’s payroll practices during the twelve (12) month period immediately following the Term Expiration Date.

(g) Indemnification. Executive will be entitled to indemnification and prompt advancement of legal fees, costs, and expenses, on the same terms as indemnification and advancement are made available to other senior executives of the Company, whether through the Company’s bylaws or otherwise. During Executive’s employment with the Company and for six years thereafter, Executive shall be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its directors and officers, as may be altered from time to time for such directors and officers.

4. Termination of Employment. (a) Executive’s employment with the Company may be terminated by the Company or Executive at any time for any reason, in connection with which Executive will, except as set forth expressly below, be entitled only to the Accrued Entitlements, and except as set forth below, all then-unvested equity awards held by Executive shall be forfeited for no consideration.

(b) In the event that during the Term Executive’s employment is (A) terminated by the Company without Cause (other than due to death or Disability) or (B) terminated by Executive with Good Reason, Executive will be entitled to the following benefits in addition to the Accrued Entitlements:

(i) A cash severance amount equal to the sum of two (2) times (x) Executive’s Base Salary plus (y) the amount of Executive’s Target Bonus, which amount shall be paid to Executive in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24) month period immediately following such termination (the “Severance Period”).

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(ii) Continuation of any health and dental insurance benefits under the terms of the applicable Company benefit plans during the Severance Period, subject to the Company’s continuing to provide such insurance benefits for its employees and to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other applicable law, the Company may alternatively provide Executive with a cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time).

(iii) Accelerated vesting of Options and RSUs granted prior to the date of termination that would have vested over the two-year period following such termination. All vested Options shall remain exercisable for a twelve month period following the date of termination. With respect to each outstanding PSU grant that is unvested on the date of termination, a prorated number of PSUs (a “Prorated PSU Amount”) shall vest after the applicable performance period, determined by multiplying (A) the number of PSUs in such grant that would have vested based on actual performance of the applicable performance period had Executive then continued to be employed by the Company by (B) the ratio of the number of days in the applicable performance period during which Executive was employed by the Company compared to the total number of days in the applicable performance period.

(c) If Executive’s employment is terminated during the Term due to death or by the Company due to Disability, then, in addition to the Accrued Entitlements, Executive shall be entitled to receive an amount, payable within 90 days following termination, equal to Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of days worked in such year and the denominator of which is 365.

(d) In addition to the payments and benefits otherwise provided under this Section 4, if (x) a Change in Control shall occur during the Term and (y) within the one year period immediately following the Change in Control, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, all unvested Options, RSUs and PSUs then held by Executive shall automatically vest in full (which, for the avoidance of doubt, in the case of PSUs shall be the target amount) upon the effective date of Executive’s termination of employment. Notwithstanding anything herein to the contrary, the exclusive treatment of the Supplemental PSUs upon a Change in Control or Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement.

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(e) In the event that Executive continues to be employed by the Company after the Term Expiration Date and his employment is terminated by the Company without Cause (other than due to death or Disability) following the Term Expiration Date or Executive terminates his employment for any reason within 60 days following the Term Expiration Date: (x) with respect to any then outstanding grants of RSUs and Options, Executive shall be credited with a full year of vesting service for any vesting periods that include the portion of the 2017 calendar year and (y) the Prorated PSU Amount of each outstanding PSU grant that is then unvested shall vest and become payable to Executive after the applicable performance period. In addition, in the event that Executive’s employment is terminated following the Term Expiration Date for any reason, other than by the Company for Cause, Executive shall be paid his Annual Bonus in respect of the 2017 fiscal year, based on actual performance, at the time the Annual Bonus otherwise would have been paid under Section 3(b)(i) above. For the avoidance of doubt, except for the benefits provided under this Section 4(e), in no event shall Executive be entitled to any severance payment or other benefits provided under Section 4(b), 4(c) or 4(d) in connection with a termination of Executive’s employment following the Term Expiration Date.

(f) Notwithstanding anything herein to the contrary, Executive’s entitlement to the payment and benefits set forth in Section 4(b), 4(c), 4(d) and 4(e) above, other than the Accrued Entitlements, shall be (A) conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing (collectively, the “Released Parties”), substantially in the form attached hereto as Exhibit B, that has become effective in accordance with its terms within 55 days following the termination of Executive’s employment (the “Release Condition”), (B) subject to Executive’s continued compliance in all material respects with the terms of this letter, including all exhibits hereto, and (C) subject to Section 22 below.

5. Noncompetition and Nonsolicitation.

(a) Executive agrees that Executive shall not, directly or indirectly, without the prior written consent of the Company:

(i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other affiliates of the Company whose business is related to that of the Company in the business of television broadcasting, newspaper publishing, or other digital information or entertainment services, or any other business in which the Company or any of its affiliates is engaged (or in which the Company or any of its affiliates has been actively planning

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to engage) at the time of termination (in all cases other than businesses that are immaterial to the Company), including any activities or businesses of the Company, its subsidiaries or such affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business relationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), or assist any person or entity in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided, however, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a person or entity that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such person or entity, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such person or entity or any business segments thereof that engage in Competitive Activities; or

(ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any person or entity who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any person or entity in any way to do, or attempt to do, anything prohibited by clause (A) or (B) above; provided that the preceding clause (A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other persons or entities described in clause (A) or (y) soliciting or hiring any employee or other person or entity described in clause (A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or person or entity or category thereof.

The periods during which the provisions of this Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a), to the extent permitted by law. The provisions of Section 5(a)(i) above shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of an entity engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such entity; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of an entity engaged, directly or indirectly, in Competitive Activities.

(b) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be

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seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company Executive will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, Executive expressly acknowledge and agree that each and every restraint imposed by this Section 5 is reasonable with respect to subject matter, time period and geographical area. For purposes of this Section 5, references to the Company shall include its subsidiaries and any affiliates of the Company that are controlled by the Company.

6. Nondisclosure of Confidential Information. (a) Executive acknowledges that Executive has and shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or entity or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Section 6; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, Executive may disclose only that portion of the Confidential Information which is legally required to be disclosed. Notwithstanding anything in this Agreement to the contrary, this Section 6 does not prohibit Executive from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by the Company that Executive reasonably believe is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company. Executive’s obligations under this Section 6 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

(b) For purposes of this Section 6, “Confidential Information” means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Section 6, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and

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documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Section 6). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary for the prosecution or defense of such dispute).

7. Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by Executive while an employee of the Company (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company, and Executive shall immediately return such property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request and subject to inspection in accordance with applicable Company employee policies generally; provided, that Executive shall be permitted to retain a copy of Executive’s contacts/rolodex and personal files.

8. Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assign and agree to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same

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in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 8 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

(c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

9. Nondisparagement. While employed by the Company and at all times thereafter, Executive shall not, whether in writing or orally, disparage the Company, or their predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair Executive from testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or from filing or presenting truthful statements in any legal or administrative proceeding in which Executive is named as a defendant.

10. Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be

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inadequate. Accordingly, Executive agrees that, notwithstanding any provision of Sections 5, 6, 7, 8 or 9 to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage and without the requirement to post bond) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under Sections 5, 6, 7, 8 or 9 or otherwise, and all of the Company’s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of Executive’s breach of such provision.

11. Representations of Executive; Advice of Counsel. (a) Executive represents, warrants and covenants that as of the Effective Date: (i) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject and (iv) Executive possesses any licenses or certifications necessary for Executive to perform his duties hereunder and commencement of employment with the Company shall not be a breach of such representation).

(b) Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

12. Withholding. The Company may deduct and withhold from any amounts payable hereunder such federal, state, local, non-U.S., or other taxes as are required to be withheld pursuant to any applicable law or regulation.

13. Assignment. (a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void. The Company may only assign this Agreement, and its rights and obligations hereunder, in accordance with the terms of Section 13(b) hereof, or to an Affiliate of the Company, provided that any such assignee expressly agrees to assume in writing and perform all obligations of the Company hereunder.

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(b) This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Executive’s death, Executive’s estate and heirs in the case of any payments due to Executive hereunder). Executive acknowledges and agrees that all of Executive’s covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.

14. Governing Law; No Construction Against Drafter. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of New York without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

15. Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the federal courts located within the Borough of Manhattan (or, if subject matter jurisdiction in such courts is not available, in any state court located within the Borough of Manhattan) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 15(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 15 or enforcing any judgment obtained by either party.

(b) The agreement of the parties to the forum described in Section 15(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 15(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 15(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c) The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 19.

(d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative,

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agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 15(d).

(e) Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall be responsible for its own costs and expenses (including outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

16. Amendment; No Waiver; Severability. (a) No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b) If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section 5, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17. Entire Agreement. This Agreement (including its exhibits) constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter, including, without limitation, the Original Agreement. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. Notwithstanding anything herein to the contrary, nothing in this Agreement (other than the termination provisions in Section 4) shall divest Executive from any benefits previously granted to or vested by Executive, including equity awards granted or vested prior to the Effective Date.

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18. Survival. The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions. Without limiting the generality of the foregoing: Sections 5 through 22 of this Agreement shall survive the termination of this Agreement and continue to apply following the end of the Term, unless otherwise modified by a separate agreement between Executive and the Company.

19. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

If to the Company:	Tribune Media Company
	685 Third Avenue
	New York, NY 10017
	Attn:   Chairman of the Compensation Committee
	and
	Attn:   General Counsel
With a copy to:	Lawrence K. Cagney, Esq.
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, NY 10022
	lkcagney@debevoise.com
If to Executive:	Mr. Chandler Bigelow
	At the most recent address on file with the Company
With a copy to:	Steven C. Florsheim, Esq.
	Sperling & Slater, P.C.
	55 W. Monroe St., Suite 3200
	Chicago, IL 60603
	sflorsheim@sperling-law.com

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

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20. Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

21. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

22. Section 409A. (a) As used herein, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Executive or for Executive’s account in connection with payments and benefits provided in accordance with the terms hereof (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

(b) Notwithstanding anything herein to the contrary, the following special rule shall apply, if and to the extent required by Section 409A: in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii) amounts or benefits hereunder or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury Regulations § 1.409A-1(h), and (iii) Executive is employed by a public company or a controlled group affiliate thereof, no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s separation from service or, if earlier, Executive’s date of death, and following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum without interest on the earliest permissible payment date.

(c) Any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or provided to Executive 61 days following a “separation from service” as defined in Treasury Regulations § 1.409A-1(h), provided that Executive satisfies the Release Condition, as required by Section 4(f) above. Each payment made hereunder (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. In addition, where a payment is to be made during a period of time (e.g., within 60 days following termination of employment) and such period of time falls in two calendar years, the payment shall be made in the second calendar year. For purposes of this Agreement, with respect to payments of any amounts that are

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considered to be “deferred compensation” subject to Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.

(d) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs, and provided that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary
CHANDLER BIGELOW III
/s/ Chandler Bigelow III

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Annex A

Certain Definitions

“Accrued Entitlements” means any accrued but unpaid Base Salary and any duly incurred, timely submitted, and unreimbursed expenses under the Company’s business expense reimbursement policies, in each case accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within 30 days following termination of employment, (ii) amounts owing to Executive upon a termination of employment under the express terms of any other benefit plans, programs, or arrangements in which Executive participates, other than severance plans or policies, (iii) any earned but unpaid Annual Bonus for the year prior to the year of termination, and (iv) amounts otherwise expressly required by applicable law to be paid to Executive.

“Cause” means: (a) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (b) conduct constituting embezzlement, material misappropriation or fraud, whether or not related to Executive’s employment with the Company; (c) commission of a material act of dishonesty or conduct in violation of Company’s written policies and codes of conduct; (d) willful unauthorized disclosure or use of Confidential Information or any other breach of the restrictive covenants set forth in Sections 5, 6, 7, 8 or 9; (e) material improper destruction of Company property; (f) willful misconduct in connection with the performance of Executive’s duties; or (g) any finding by the Securities and Exchange Commission pertaining to Executive’s willful conduct, which, in the opinion of independent counsel selected by the Company, could reasonably be expected to impair or impede the Company’s ability to register, list, or otherwise offer its stock to the public, or following any initial public offering, to maintain itself as a publicly traded company; provided, however, that Executive shall be provided a 10-day period to cure any such breach set forth in clause (c), (e), or (f), to the extent curable. For the avoidance of doubt, placing Executive on paid leave for up to 60 days during which the Company continues to provide Executive with all compensation and benefits provided for hereunder, pending the Company’s good faith determination of whether there is a basis to terminate Executive for Cause, will not by itself (x) constitute a termination of Executive’s employment hereunder or (y) provide Executive with Good Reason to resign.

“Change in Control” shall be deemed to occur upon:

(i) the acquisition, through a transaction or series of transactions (other than through a public offering of the Company’s common stock under the Securities Act of 1933, as amended (the “Securities Act”) or similar law or regulation governing the offering and sale of securities in a jurisdiction other than the United States), by any person or entity of beneficial ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “Beneficial Ownership”) of more than 50% (on a fully diluted basis) of either (A) the then-outstanding shares of common stock of the Company taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);

(ii) the date upon which individuals who, during any consecutive 24-month period, constitute the board of directors of the Company (the “Board” and, such individuals, the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed an Incumbent Director; provided further, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall be deemed an Incumbent Director; or

(iii) the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer, or other disposition of all or substantially all of the business or assets of the Company to third party purchaser that is not an affiliate of the Company (a “Sale”), that in each case requires the approval of the Company’s stockholders (whether for such Business Combination or Sale or the issuance of securities in such Business Combination or Sale), unless immediately following such Business Combination or Sale, (A) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company in a Sale (in either case, the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted or exchanged pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, and (B) no person or entity is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company).

“Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to

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perform Executive’s duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of 90 days or for a period of 120 days in any 365 day period as determined by the Company in its good faith judgment.

“Good Reason” means, without Executive’s prior written consent, one or more of the following events: (a) a reduction in the Base Salary or a reduction in the Target Bonus below the minimum amount set forth in Section 3(b)(i) above; (b) a material diminution or adverse change in Executive’s duties, authority, responsibilities, or positions (except for a change in Executive’s title and position to Chief Operations Officer); or (c) the requirement that Executive be based at a location in excess of 50 miles from Executive’s then-current principal place of employment, except for required travel on the Company’s business to an extent substantially consistent with Executive’s position or (d) in the case of a Change in Control that is either a Business Combination in which the Company is not the Surviving Company or a Sale, the failure of the Surviving Company to assume this Agreement; provided, however, that prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following Executive’s knowledge of such facts and circumstances, and the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured, then Executive shall not be permitted to resign with Good Reason in respect thereof). Any resignation with Good Reason shall be communicated to the Company by written notice, which shall include Executive’s date of termination of employment (which, except as set forth in the preceding sentence, shall be a date at least ten (10) days after delivery of such notice and the expiration of such cure period and not later than 60 days thereafter). If a Change in Control shall occur and, within the one (1) year immediately following the Change in Control, Executive is not serving as the chief financial officer or chief operations officer of the Company, the Surviving Company or Parent Company, Executive’s good faith determination that any of the items described in clause (b) above has occurred shall be presumed to be correct, unless refuted by clear and convincing evidence to the contrary. For the avoidance of doubt, in no event shall the mere occurrence of a Change in Control, the disposition of one or more divisions or business units of the Company or the Company ceasing to be a public company, absent any further impact on Executive, be deemed to constitute Good Reason.

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Exhibit A

GENERAL RELEASE AND

COVENANT NOT TO SUE

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

1. Chandler Bigelow III (“Executive”), on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (Executive’s “Related Parties”), in consideration for the amounts payable and benefits to be provided to him under that Employment Agreement relating to employment with the Company, dated as of January 1, 2016, between Tribune Media Company, a Delaware corporation (the “Company”), and Executive (the “Employment Agreement”), hereby covenants not to sue or pursue any litigation against, and waives, releases, and discharges the Company, its subsidiaries and affiliates, their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or its subsidiaries or affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to Sue), the Supplemental PSU Agreement (as defined in the Employment Agreement) and any other award agreement relating to equity awards granted to Executive; (ii) any rights Executive may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries; (iii) any rights Executive may have to indemnification under the Employment Agreement, the Company’s by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar

policies; or (iv) any rights Executive and Executive’s Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against Executive and the Company as a result of any act or failure to act for which Executive and the Company are held jointly liable; (v) any rights Executive may have under the Second Amended and Restated Tribune Company Rabbi Trust Agreement for Chandler Bigelow III and the Management Incentive Plan Rabbi Trust No. 1; (vi) all rights provided by COBRA; or (vii) Executive’s rights under the Company’s 401k Plan for monies placed in the plan prior to the date Executive’s employment with Company ends. If any Releasee pursues a claim against Executive, nothing in this Release shall be deemed to prevent Executive from asserting any defense, claims for setoff or counterclaims as against such suing party.

2. Executive further agrees that this General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this General Release and Covenant Not to Sue from filing a charge with any relevant federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

3. In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Executive’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

4. The Company’s offer to Executive of this General Release and Covenant Not to Sue and the payments and benefits set forth in the Letter Agreement are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. Executive acknowledges that Executive has not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding”). Executive represents that Executive is not aware of any basis on which such a Proceeding could reasonably be instituted. Executive (i) acknowledges that Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”).

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5. Executive acknowledges that Executive has been offered a period of time of at least [21/45]¹ days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel this General Release and Covenant Not to Sue at any time during the seven days following the date on which this General Release and Covenant Not to Sue has been signed (the “Revocation Period”). Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive further acknowledges that Executive has read this General Release and Covenant not to sue carefully, has been advised by the Company to, and has in fact, consulted an attorney, and fully understands that by signing this General Release and Covenant Not to Sue Executive is giving up certain rights which Executive may have to sue or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Board of Directors of the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue during the Revocation Period. If this General Release and Covenant Not to Sue is timely canceled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable, and the Company shall not be obligated to make the payments to Executive or to provide Executive with the benefits identified in the Sections of the Employment Agreement referred to in Section 4(f) of the Employment Agreement, unless and until the requirements with respect thereto are met. Executive acknowledge that, even if this General Release and Covenant Not to Sue is not executed or is canceled or revoked by Executive, the provisions of the Employment Agreement that otherwise by their terms survive termination of Executive’s employment shall remain in full force and effect.

6. The invalidity or unenforceability of any provision or provisions of this General Release and Covenant Not to Sue shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to Sue, which shall remain in full force and effect. This General Release and Covenant Not to Sue sets forth the entire agreement of Executive and the Company in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to Sue. The validity, interpretation, construction and performance of this General Release and Covenant Not to Sue shall be governed by the laws of the State of New York without regard to its conflicts of law principles, and the provisions of Sections 14 and 15 of the Employment Agreement shall apply mutatis mutandis.

¹  To be selected based on whether applicable termination is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA).

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IN WITNESS WHEREOF, Executive and the Company have each caused this General Release and Covenant Not to Sue to be executed as of the dates shown below.

TRIBUNE MEDIA COMPANY
By:	/s/ Edward Lazarus
	Name: Edward Lazarus
	Title: Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary
	Date: February 24, 2016
EXECUTIVE
/s/ Chandler Bigelow III
Chandler Bigelow III
Date: February 24, 2016

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Exhibit B

Award Agreement for Supplemental Sign-on Grant

EX-10.29

Exhibit 10.29

Execution Copy

EMPLOYMENT AGREEMENT (the “Agreement”) dated

as of January 1, 2016 (the “Effective Date”), between Tribune

Media Company, a Delaware corporation (the “Company”), and

Edward Lazarus (“Executive”).

WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services to the Company, which shall supersede and replace the Employment Agreement, dated as of January 17, 2013, as amended on April 2, 2015 (the “Original Agreement”).

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as set forth below:

1. Term; Certain Definitions. (a) The term of Executive’s employment under this Agreement (the “Term”) shall be effective as of the Effective Date and shall continue until December 31, 2017 (the “Term Expiration Date”). Executive’s employment under this Agreement may be terminated earlier than the Term Expiration Date at any time pursuant to the provisions of Section 4.

(b) Capitalized terms not defined in this Agreement shall have the meanings given such terms on Annex A.

2. Duties and Responsibilities. (a) The Company hereby employs Executive, and Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, initially, as Executive Vice President, General Counsel of the Company and, as of February 24, 2016, also as Chief Strategy Officer of the Company. During the Term, Executive agrees to be employed by and devote substantially all of Executive’s business time and attention to the Company and the promotion of its interests; provided, however, that, to the extent that such activities do not violate the terms of, or interfere with his performance of his duties, services and responsibilities under, this Agreement, the Executive shall be permitted to manage his personal, financial and legal affairs. Except as expressly set forth herein or as consented to by the Board of Directors of the Company (the “Board”), during the Term, Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates. The Company expressly acknowledges and agrees to Executive’s continued services during the Term as a director of Sequoia Fund, Inc., but only to the extent that such service does not violate the terms of, or interfere with Executive’s performance of his duties, services, and responsibilities under, this Agreement. Executive shall perform such lawful duties and responsibilities as reasonably directed from time to time by the Board. Executive will have such authority, duties and responsibilities customarily exercised by an individual serving as Executive Vice President, General Counsel and, effective February 24, 2016, also as Chief Strategy Officer of the size and nature of the Company, subject to applicable limitations established by the Chief Executive Officer of the Company. Executive shall report directly to the Chief Executive Officer of the Company. During the Term, upon request, Executive shall serve as an officer and/or director of one or more subsidiaries of the Company.

(b) Location. During the Term, Executive’s principal place of employment shall be in the Company’s principal office in New York City, New York. Executive acknowledges that Executive’s duties and responsibilities shall require Executive to travel on business to the extent reasonably necessary to fully perform Executive’s duties and responsibilities hereunder.

3. Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered under this Agreement, Executive shall receive an aggregate annual base salary (“Base Salary”) at an initial rate of $750,000, payable in accordance with the Company’s applicable payroll practices. Base Salary may be increased (but not decreased) on an annual basis as determined by the Board in its sole discretion. References in this Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.

(b) Annual Bonus. During the Term, subject to Section 4(b), Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”), with a target bonus opportunity of $750,000 (the “Target Bonus”), under a bonus plan of the Company, based upon both reasonably attainable objectives (which may be based on a number of financial and operational metrics, including but not limited to EBITDA) and subjective factors set by the Board or Compensation Committee of the Board (the “Compensation Committee”) annually after consultation with Executive. The Annual Bonus payable for any calendar year shall be paid in cash and in a lump sum during the following year, at the time and in the manner such bonuses are paid to other similarly situated executives receiving annual bonus payments promptly after results have been determined (which for the avoidance of doubt shall be after the Board’s receipt of audited financials for the year to which the Annual Bonus, if any, relates).

(c) Grants of Equity-Based Awards.

(i) Ongoing Grants. For each year during the Term, Executive shall be granted a combination of restricted stock units in respect of the Company’s Class A common stock (“RSUs”), performance share units in respect of the Company’s Class A common stock (“PSUs”) and nonqualified stock options in respect of the Company’s Class A common stock (“Options”) (valued in accordance with Black-Scholes or similar binomial option-pricing model), such awards having an aggregate fair value equal to $1,000,000 (based on the fair market value of the Company’s common stock on the date of grant). The equity award each year shall be divided among the three types of awards as follows: RSUs — 30%; PSUs — 40%; and Options — 30%. The exercise price for each Option granted under this Section 3(c)(i) shall be the fair market value of the Company’s Class A common stock as of the date of their grant. Each grant of Options and RSUs shall vest in equal annual installments over four years. All or a portion of each grant of PSUs shall vest at the end of a three year performance period relating to the grant. The Compensation Committee shall establish the PSU performance criteria in good faith and in consultation with the Executive. Executive acknowledges that on February 8, 2016, the Company granted him the RSUs and Options required under this Agreement in respect of the 2016 calendar year, and the PSUs required in respect of the 2016 calendar year will be granted to him after the Stockholder Approval (as defined below) is obtained. The RSUs, PSUs and Options granted under this Section 3(c)(i) shall be subject to such other terms as set forth in the applicable grant agreement and in the underlying equity plan as adopted by the Company in good faith consultation with Executive.

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(ii) Supplemental Sign-on Grant. Promptly following the Company’s stockholders’ approval of a new equity plan in accordance with the requirements of the New York Stock Exchange (the “Stockholder Approval”), Executive shall be granted a supplemental award of PSUs (“Supplemental PSUs”), on the terms and conditions set forth on Exhibit B to this Agreement (the “Supplemental PSU Agreement”), unless Executive’s employment is terminated by the Company for Cause or Executive resigns his employment without Good Reason prior to such date. The Company shall use its commercially reasonable efforts to obtain the Stockholder Approval at its 2016 annual stockholder meeting. Notwithstanding anything herein to the contrary, the treatment of the Supplemental PSUs upon Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement. Unless otherwise expressly provided in this Agreement, references in this Agreement to “PSUs” shall not refer to the Supplemental PSUs. For the avoidance of doubt, the Supplemental PSUs are in addition to, and not in lieu of any of, the equity awards to be granted under Section 3(c)(i), and the value of the Supplemental PSUs shall not be taken into account in determining any equity awards to be granted under Section 3(c)(i) above.

(d) Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans and programs (including without limitation, four (4) weeks’ vacation per calendar year, health insurance, dental insurance, life insurance and 401(k) plan) and receive perquisites, commensurate with Executive’s position, that are provided by the Company from time to time for its senior executives, subject to the terms and conditions of such plans, provided that nothing herein shall limit the Company’s ability to amend, modify or terminate any such plans or arrangements.

(e) Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with its then-prevailing policies and procedures for expense reimbursement for senior executives as approved by the Board in good faith consultation with Executive (which shall include appropriate itemization and substantiation of expenses incurred).

(f) Retention Bonus. Provided that Executive remains continuously employed with the Company through and including December 31, 2017, the Company shall pay Executive $1,500,000, in substantially equal installments consistent with the Company’s payroll practices during the twelve (12) month period immediately following the Term Expiration Date.

(g) Indemnification. The Executive will be entitled to indemnification and prompt advancement of legal fees, costs and expenses, on the same terms as indemnification and advancement are made available to other senior executives of the Company, whether through the Company’s bylaws or otherwise. During the Term and for six years thereafter, the Executive shall be entitled to the same directors’ and officers’ liability insurance coverage that the Company provides generally to its other directors and officers, as may be altered from time to time for such directors and officers.

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4. Termination of Employment. (a) Executive’s employment may be terminated by either party at any time and for any reason; provided, however, that during the Term Executive shall be required to give the Company at least 90 days’ advance written notice (the “Notice Period”) of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason) (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement); provided, further, that the Notice Period in the event of the Company’s termination of Executive’s employment without Cause shall be at least 30 days. Notwithstanding the foregoing, Executive’s employment shall automatically terminate upon Executive’s death. The Company reserves the right to require Executive not to be in the offices of the Company or any of its Affiliates and/or not to undertake all or any of Executive’s duties and/or not to contact clients, colleagues or advisors of the Company or any of its Affiliates (unless otherwise instructed) during all or part of any period of notice of Executive’s termination of service. During the Notice Period, Executive’s terms and conditions of service and duties of fidelity and confidentiality to the Company remain in full force and effect and, during any such Notice Period, Executive will remain a service provider to the Company and shall not be employed or engaged in any other business.

(b) Following any termination of Executive’s employment during the Term, except as otherwise provided for under this Section 4, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 3 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary and for payment of any unreimbursed expenses under Section 3(e), in each case accrued or incurred, through the date of termination of employment and timely submitted for reimbursement, payable as soon as practicable and in all events within 30 days following termination of employment, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable (including vacation pay) to terminated employees in which Executive participates, other than severance plans or policies and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, any unpaid Annual Bonus for the year of termination of employment is forfeited if during the Term Executive voluntarily terminates his employment (other than for Good Reason), is terminated by the Company with Cause, or is terminated due to death or Disability during such year. Except as specifically provided otherwise in the grant agreement or this Agreement, all unvested Options, RSUs and PSUs shall terminate immediately upon termination of Executive’s employment for any reason, and all vested Options shall terminate immediately upon termination of Executive’s employment by the Company with Cause during the Term.

(c) If during the Term Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or terminated by Executive for Good Reason, then Executive shall be entitled to receive severance pay in an aggregate amount (the “Severance Amount”) equal to:

(i) Two times the sum of (x) Executive’s then-current Base Salary plus (y) Executive’s Target Bonus, such sum to be payable in substantially equal installments consistent with the Company’s payroll practices during the twenty-four (24)

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month period immediately following such termination if such termination occurs prior to a Change in Control that qualifies as a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance)), and to be payable in a single lump sum if such termination occurs on or within 12 months following such a Change in Control.

(ii) Continuation of any health and dental insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to the Company’s continuing to provide such insurance benefits for its employees and to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; provided, further, that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company under the recently enacted healthcare reform law (the Patient Protection and Affordable Care Act) or other applicable law, the Company may alternatively provide Executive with a cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for such period (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the benefits provided by this clause (ii) are referred to as the “Continued Benefits”).

(iii) Payment of any earned but unpaid Annual Bonus, if any, for the calendar year prior to the calendar year in which such termination of employment occurs.

(iv) Accelerated vesting of Options and RSUs granted prior to the date of termination that would have vested over the two-year period following such termination. All vested Options shall remain exercisable for a twelve month period following the date of termination. With respect to each outstanding PSU grant that is unvested on the date of termination, a prorated number of PSUs (a “Prorated PSU Amount”) shall vest after the applicable performance period, determined by multiplying (A) the number of PSUs in such grant that would have vested based on actual performance of the applicable performance period had Executive then continued to be employed by the Company by (B) the ratio of the number of days in the applicable performance period during which Executive was employed by the Company compared to the total number of days in the applicable performance period.

(d) If Executive’s employment is terminated during the Term due to death or by the Company due to Disability, then Executive shall be entitled to receive (i) payment of any accrued but unpaid Base Salary, (ii) an amount equal to the Annual Bonus that would have been otherwise payable to Executive for the fiscal year in which such termination occurs (based on pro-forma performance over the entire fiscal year extrapolated from the performance run rate

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through the date of termination), multiplied by a fraction, the numerator of which is the number of days worked in such year and the denominator of which is 365, (iii) the Continued Benefits and accrued vacation pay, and (iv) payment of any unreimbursed expenses incurred through the date of termination.

(e) In addition to the payments and benefits otherwise provided under this Section 4, if (x) a Change in Control shall occur during the Term and (y) within the one year period immediately following the Change in Control, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, all unvested Options, RSUs and PSUs then held by Executive shall automatically vest in full (which, for the avoidance of doubt, in the case of PSUs shall be the target amount) upon the effective date of Executive’s termination of employment. Notwithstanding anything herein to the contrary, the exclusive treatment of the Supplemental PSUs upon a Change in Control or Executive’s termination of employment shall be the treatment provided in the Supplemental PSU Agreement.

(f) In the event that Executive continues to be employed by the Company after the Term Expiration Date and his employment is terminated by the Company without Cause (other than due to death or Disability) following the Term Expiration Date or Executive terminates his employment for any reason within 60 days following the Term Expiration Date: (x) with respect to any then outstanding grants of RSUs and Options, Executive shall be credited with a full year of vesting service for any vesting periods that include the portion of the 2017 calendar year and (y) the Prorated PSU Amount of each outstanding PSU grant that is then unvested shall vest and become payable to Executive after the applicable performance period. In addition, in the event that Executive’s employment is terminated following the Term Expiration Date for any reason, other than by the Company for Cause, Executive shall be paid his Annual Bonus in respect of the 2017 fiscal year, based on actual performance, at the time the Annual Bonus otherwise would have been paid under Section 3(b) above. For the avoidance of doubt, except for the benefits provided under this Section 4(f), in no event shall Executive be entitled to the Severance Amount or any other benefits provided under Section 4(c), 4(d) or 4(e) in connection with a termination of Executive’s employment following the Term Expiration Date.

(g) Notwithstanding anything in this Agreement to the contrary, Executive’s entitlement to the payment and benefits and certain rights set forth in Section 4(c), 4(d), 4(e) and 4(f) above shall be (A) conditioned upon Executive having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), substantially in the form attached hereto as Exhibit A to be negotiated in good faith, that has become effective in accordance with its terms within 55 days following the termination of Executive’s employment (the “Release Condition”), (B) subject to Executive’s continued compliance in all material respects with the terms of this Agreement and (C) subject to Section 24.

(h) Upon termination of Executive’s employment for any reason, upon the Company’s request, Executive agrees to resign, as of the date of such termination of employment

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or such other date requested, from any positions that the Executive holds with the Company and any of its Affiliates (whether as an employee, officer, director, consultant, trustee, committee member or otherwise) to the extent Executive is then serving thereon.

(i) Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy or other remunerative activity of Executive.

5. Noncompetition and Nonsolicitation. For purposes of Sections 5, 6, 7, 8, 9, 10 and 11 of this Agreement, references to the Company shall include its subsidiaries and any Affiliates of the Company that are Controlled by the Company.

(a) Executive agrees that Executive shall not, directly or indirectly, without the prior written consent of the Company:

(i) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business), in any geographic location in which the Company engages (or in which the Company has been actively planning to engage) as of the date of termination of Executive’s employment, that compete directly with the Company and its subsidiaries, and any other Affiliates of the Company whose business is related to that of the Company in the business of television broadcasting, newspaper publishing, or other digital information or entertainment services, or any other business in which the Company or any of its Affiliates is engaged (or in which the Company or any of its Affiliates has been actively planning to engage) at the time of termination (in all cases other than businesses that are immaterial to the Company), including any activities or businesses of the Company, its subsidiaries or such Affiliates that involve any person or entity with whom the Company has engaged in substantive dialogue at the time of termination of Executive’s employment regarding entry into a material business relationship (but only to the extent that a material business relationship is consummated with any such person or entity within twelve (12) months following the termination of Executive’s employment) (“Competitive Activities”), or assist any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i); provided, however, that the foregoing shall not prevent Executive from providing legal services to any Person, including any Person that engages in Competitive Activities, following termination of employment or be interpreted in any way that would otherwise violate applicable Rules of Professional Conduct, provided, further, that the foregoing shall not prevent Executive from providing services as a consultant, employee, advisor, or otherwise with a Person that engages in Competitive Activities, if such service relationship is restricted solely to one or more portions of the operations and businesses of such Person, such portions do not engage in Competitive Activities, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such Person or any business segments thereof that engage in Competitive Activities; or

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(ii) while an employee of the Company and, if Executive is terminated during the Term, within the two-year period following the termination, (A) solicit, recruit or hire, or attempt to solicit, recruit or hire, any employees of the Company or Persons who have worked for the Company during the 12 month period immediately preceding such solicitation, recruitment or hiring or attempt thereof (other than Executive’s secretary/executive assistant); (B) intentionally interfere with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, developer, subcontractor, licensee, licensor or other business relation of, the Company; or (C) assist any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A) or (B) above; provided that the preceding Section 5(a)(ii)(A) shall not prohibit Executive from (x) conducting a general solicitation made by means of a general purpose advertisement not specifically targeted at employees or other Persons described in Section 5(a)(ii)(A) or (y) soliciting or hiring any employee or other Person described in Section 5(a)(ii)(A) who is referred to Executive by search firms, employment agencies or other similar entities, provided that such firms, agencies or entities have not been instructed by Executive to solicit any such employee or Person or category thereof.

The periods during which the provisions of Section 5(a) apply shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a), to the extent permitted by law.

(b) The provisions of Section 5(a) shall not be deemed breached as a result of Executive’s passive ownership of: (i) less than an aggregate of 2% of any class of securities of a Person engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, however, that such securities are listed on a national securities exchange; or (ii) less than an aggregate of 1% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in Competitive Activities.

(c) Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) to induce Executive to enter into this Agreement. In light of the foregoing, and the Company’s and Executive’s mutual understanding that in the course of Executive’s duties with the Company he will acquire Confidential Information that would be of significant benefit to a subsequent employer that competes with the Company, Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement (specifically including Section 5(a)) is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive’s compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive

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from earning a livelihood in a business similar to the business of the Company, Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents.

6. Nondisclosure of Confidential Information. (a) Executive acknowledges that Executive shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, Executive may disclose only that portion of the Confidential Information which is legally required to be disclosed. Notwithstanding anything in this agreement to the contrary, except for information that Executive is required to keep confidential as an attorney for the Company, this Agreement does not prohibit Executive from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by the Company that Executive reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company. Executive’s obligations under this Section 6 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

(b) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive

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agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary for the prosecution or defense of such dispute).

(c) Executive further agrees that Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person.

7. Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by Executive while an employee of the Company or its subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company, and Executive shall immediately return such property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request and subject to inspection in accordance with applicable Company employee policies generally; provided, that Executive shall be permitted to retain a copy of his contacts/rolodex and personal files.

8. Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same

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in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b) Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 8 shall continue beyond the termination of Executive’s employment with the Company and expiration of the Term.

(c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

9. Nondisparagement. While employed and at all times thereafter, Executive shall not, whether in writing or orally, disparage the Company, or their predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities; or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair Executive from testifying truthfully in any legal or administrative proceeding if such testimony is compelled or requested (or otherwise complying with legal requirements) or from filing or presenting truthful statements in any legal or administrative proceeding in which Executive is named as a defendant.

10. Notification of Subsequent Employer. Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during any period during which Executive remains subject to any of the covenants set forth in Section 5, Executive shall provide such prospective employer with written notice of such provisions of this

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Agreement, with a copy of such notice delivered simultaneously to the Company. For the avoidance of doubt, the Company shall in any event be permitted to provide any such prospective employer with written notice of the provisions of Section 5 of this Agreement.

11. Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage and without the requirement to post bond) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted, and notwithstanding the fact that any such provision may be determined not to be subject to specific performance, the Company will nevertheless be entitled to seek to recover monetary damages as a result of Executive’s breach of such provision.

12. Representations of Executive; Advice of Counsel. (a) Executive represents, warrants and covenants that as of the Effective Date: (i) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject and (iv) Executive possesses any licenses or certifications necessary for Executive to perform his duties hereunder and commencement of employment with the Company shall not be a breach of such representation).

(b) Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

13. Cooperation. Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against any Released Parties, which relate to events occurring during Executive’s employment with the

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Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and/or providing testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith, and further provided that any such cooperation occurring after the termination of Executive’s employment shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Executive’s business or personal affairs.

14. Withholding. The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S. or other taxes as are required to be withheld pursuant to any applicable law or regulation.

15. Assignment. (a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void. The Company may only assign this Agreement, and its rights and obligations hereunder, in accordance with the terms of Section 15(b) hereof, or to an Affiliate of the Company, provided that any such assignee expressly agrees to assume in writing and perform all obligations of the Company hereunder.

(b) This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Executive’s death, Executive’s estate and heirs in the case of any payments due to Executive hereunder). Executive acknowledges and agrees that all of Executive’s covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.

16. Governing Law; No Construction Against Drafter. This Agreement shall be deemed to be made in the State of New York, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of New York without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

17. Consent to Jurisdiction; Waiver of Jury Trial. (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the federal courts located within the Borough of Manhattan (or, if subject matter jurisdiction in such courts is not available, in any state court located within the Borough of Manhattan) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 17(a); provided, however, that nothing herein shall preclude the either party from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 17 or enforcing any judgment obtained by either party.

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(b) The agreement of the parties to the forum described in Section 17(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 17(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 17(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c) The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 21.

(d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 17(d).

(e) Except as determined in a final judgment by any arbiter of an action, suit or proceeding brought in connection with any dispute arising out of or relating to this Agreement, each party hereto shall be responsible for its own costs and expenses (including outside attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

18. Amendment; No Waiver; Severability. (a) No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b) If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of

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this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section 5, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

19. Entire Agreement. This Agreement (including its exhibits) constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter, including, without limitation, the Original Agreement. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. Notwithstanding anything herein to the contrary, nothing in this Agreement (other than the termination provisions in Section 4) shall divest Executive from any benefits previously granted to or vested by Executive, including equity awards granted or vested prior to the Effective Date.

20. Survival. The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions. Without limiting the generality of the foregoing or Section 1(a), Sections 5 through 24 of this Agreement shall survive the termination of this Agreement and continue to apply following the end of the Term, unless otherwise modified by a separate agreement between Executive and the Company.

21. Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

If to the Company:	Tribune Media Company
	685 Third Avenue
	New York, NY 10017
	Attn: Chief Executive Officer
	Attn: Chairman of the Compensation Committee

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With a copy to:	Lawrence K. Cagney, Esq.
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, NY 10022
	lkcagney@debevoise.com
If to Executive:	Mr. Edward Lazarus
	At the most recent address on file with the Company

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

22. Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

23. Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

24. Section 409A. (a) For purposes of this Agreement, “Section 409A means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) , and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of the Executive in connection with payments and benefits provided in accordance with the terms of this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required in order to avoid the imposition of additional taxes under Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (ii) amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of “separation from service” within the meaning of Treasury

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Regulations § 1.409A-1(h) and (iii) Executive is employed by a public company or a controlled group affiliate thereof, no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s separation from service or, if earlier, Executive’s date of death, and following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.

(c) Any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall commence to be paid or provided to Executive 61 days following a “separation from service” as defined in Treasury Regulations § 1.409A-1(h), provided that Executive satisfies the Release Condition, if required by Section 4(g). Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.

(d) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs, and provided that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

TRIBUNE MEDIA COMPANY
By:	/s/ Peter Liguori
	Name: Peter Liguori
	Title: President and Chief Executive Officer
EDWARD LAZARUS
/s/ Edward Lazarus

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Annex A

Certain Definitions

”Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.

“Cause” means: (a) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (b) conduct constituting embezzlement, material misappropriation or fraud, whether or not related to Executive’s employment with the Company; (c) commission of a material act of dishonesty or conduct in violation of Company’s written policies and codes of conduct; (d) willful unauthorized disclosure or use of Confidential Information; (e) material improper destruction of Company property; (f) willful misconduct in connection with the performance of Executive’s duties; or(g) any finding by the Securities and Exchange Commission pertaining to the willful conduct of the Executive which, in the opinion of independent counsel selected by the Company, could reasonably be expected to impair or impede the Company’s ability to register, list, or otherwise offer its stock to the public, or following any initial public offering, to maintain itself as a publicly traded company; provided, however, that Executive shall be provided a single 10 business-day period to cure any such breach set forth in clause (c), (e) or (f), to the extent curable. For the avoidance of doubt, placing the Executive on paid leave for up to 60 days during which the Company continues to provide the Executive with the Base Salary and other compensation and benefits required under Section 3 of this Agreement, pending the Board’s good faith determination of whether there is a basis to terminate the Executive for Cause, will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment.

“Change in Control” shall be deemed to occur upon:

(i) the acquisition, through a transaction or series of transactions (other than through a public offering of the Company’s common stock under the Securities Act of 1933 or similar law or regulation governing the offering and sale of securities in a jurisdiction other than the United States), by any Person of beneficial ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “Beneficial Ownership”) of more than 50% (on a fully diluted basis) of either (A) the then-outstanding shares of common stock of the Company taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);

(ii) the date upon which individuals who, during any consecutive 24-month period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed an Incumbent Director; provided further, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed an Incumbent Director; or

(iii) the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer, or other disposition of all or substantially all of the business or assets of the Company to third party purchaser that is not an Affiliate of the Company (a “Sale”), that in each case requires the approval of the Company’s stockholders (whether for such Business Combination or Sale or the issuance of securities in such Business Combination or Sale), unless immediately following such Business Combination or Sale, (A) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company in a Sale (in either case, the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted or exchanged pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, and (B) no Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company).

“Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to

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perform Executive’s duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of 90 days or for a period of 120 days in any 365 day period as determined by the Board in its good faith judgment.

“Good Reason” means, without the Executive’s prior written consent, one or more of the following events: (a) a reduction in the Base Salary or Annual Bonus target opportunity; (b) a material diminution or adverse change in the duties, authority, responsibilities, positions or reporting lines of authority of the Executive (including without limitation, any change in Executive’s reporting lines of authority such that Executive ceases to report directly to the Chief Executive Officer of the Company); (c) the Company’ s requiring the Executive to be based at a location in excess of 50 miles from the location of the Executive’s principal job location or office specified in Section 2(b), except for required travel on the Company’s business to an extent substantially consistent with the Executive’ s position, above; or (d) in the case of a Change in Control that is either a Business Combination in which the Company is not the Surviving Company or a Sale, the failure of the Surviving Company to assume this Agreement; provided, however, that prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following his knowledge of such facts and circumstances, and the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured, then Executive shall not be permitted to resign for Good Reason in respect thereof). Any termination of employment by Executive for Good Reason shall be communicated to the Company by written notice, which shall include Executive’s date of termination of employment (which, except as set forth in the preceding sentence, shall be a date at least ten (10) days after delivery of such notice and the expiration of such cure period and not later than 60 days thereafter). If a Change in Control shall occur and, within the one (1) year immediately following the Change in Control, the Executive is not serving as the general counsel of the Company, the Surviving Company or Parent Company, the Executive’s good faith determination that any of the items described in clause (b) above has occurred shall be presumed to be correct, unless refuted by clear and convincing evidence to the contrary. For the avoidance of doubt, in no event shall the mere occurrence of a Change in Control, the disposition of one or more divisions or business units of the Company or the Company ceasing to be a public company, absent any further impact on the Executive, be deemed to constitute Good Reason.

“Governmental Entity” means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity.

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Exhibit A

GENERAL RELEASE AND

COVENANT NOT TO SUE

TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

1. Edward Lazarus (“Executive”), on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (“Executive Related Parties”), in consideration for the amounts payable and benefits to be provided to him under that Employment Agreement, dated as of January 1, 2016, between Tribune Media Company, a Delaware corporation (the “Company”), and Executive (the “Employment Agreement”), hereby covenants not to sue or pursue any litigation against, and waives releases and discharges the Company, its Affiliates (as defined in the Employment Agreement), their predecessors, and successors, and all of their respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, complaints, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to Executive’s employment with the Company or the termination thereof or Executive’s service as an officer or director of the Company or its Affiliates or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA,” a law that prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and other federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits conditioned upon the effectiveness of this General Release and Covenant Not to Sue) or the Supplemental PSU Agreement (as defined in the Employment Agreement); (ii) any rights Executive may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries, including any equity-based compensation or benefit plans; (iii) any rights Executive may have to indemnification under the Employment Agreement, the Company’s by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; (iv) any rights Executive and the Executive

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Related Parties may have to obtain contribution as permitted by applicable law in the event of an entry of judgment against Executive and the Company as a result of any act or failure to act for which Executive and the Company are held jointly liable; or (v) any rights Executive and the Executive Related Parties may have that cannot be released as a matter of applicable law.

2. Executive further agrees that this General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding for Claims that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that he is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this General Release and Covenant Not to Sue from filing a charge with any relevant federal, state or local administrative agency, but Executive agrees to waive his rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

3. In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that he is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is Executive’s intention to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

4. The Company’s offer to Executive of this General Release and Covenant Not to Sue and the payments and benefits set forth in the Employment Agreement are not intended as, and shall not be construed as, any admission of liability, wrongdoing or improper conduct by the Company. Executive acknowledges that Executive has not filed or caused to be filed any complaint, charge, claim or proceeding, against any of the Releasees before any local, state, federal or foreign agency, court or other body (each individually a “Proceeding”). Executive represents that Executive is not aware of any basis on which such a Proceeding could reasonably be instituted. Executive (i) acknowledges that Executive will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (ii) waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”).

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5. Executive acknowledges that he has been offered but declined a period of time of at least [21/45]¹ days to consider whether to sign this General Release and Covenant Not to Sue, which Executive has waived, and the Company agrees that Executive may cancel this General Release and Covenant Not to Sue at any time during the seven days following the date on which this General Release and Covenant Not to Sue has been signed (the “Revocation Period”). Executive acknowledges and agrees that he has entered into this General Release and Covenant Not to Sue knowingly and willingly and have had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive further acknowledges that Executive has read this General Release and Covenant not to sue carefully, has been advised by the Company to, and has in fact, consulted an attorney, and fully understands that by signing this General Release and Covenant Not to Sue Executive is giving up certain rights which he may have to sue or assert a claim against any of the Releasees. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Board of Directors of the Company written notice stating that he is canceling or revoking this General Release and Covenant Not to Sue during the Revocation Period. If this General Release and Covenant Not to Sue is timely canceled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable, and the Company shall not be obligated to make the payments to Executive or to provide Executive with the benefits identified in the Sections of the Employment Agreement referred to in Section 4(g) of the Employment Agreement, unless and until the requirements with respect thereto are met. Executive acknowledges that, even if this General Release and Covenant Not to Sue is not executed or is canceled or revoked by him, the provisions of the Employment Agreement that otherwise by their terms survive termination of Executive’s employment shall remain in full force and effect.

6. The invalidity or unenforceability of any provision or provisions of this General Release and Covenant Not to Sue shall not affect the validity or enforceability of any other provision of this General Release and Covenant Not to Sue, which shall remain in full force and effect. This General Release and Covenant Not to Sue sets forth the entire agreement of Executive and the Company in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this General Release and Covenant Not to Sue. The validity, interpretation, construction and performance of this General Release and Covenant Not to Sue shall be governed by the laws of the State of New York without regard to its conflicts of law principles, and the provisions of Sections 16 and 17 of the Employment Agreement shall apply mutatis mutandis.

¹  To be selected based on whether applicable termination is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA).

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IN WITNESS WHEREOF, Executive and the Company have each caused this General Release and Covenant Not to Sue to be executed as of the dates shown below.

TRIBUNE MEDIA COMPANY
By:	/s/ Peter Liguori
	Name: Peter Liguori
	Title: President and Chief Executive Officer
	Date: February 24, 2016
EXECUTIVE
/s/ Edward Lazarus
Edward Lazarus
Date: February 24, 2016

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Exhibit B

Award Agreement for Supplemental Sign-on Grant

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EX-10.30

Exhibit 10.30

Execution Copy

TRIBUNE MEDIA COMPANY

PERFORMANCE SHARE UNIT AGREEMENT

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

1. Grant. Pursuant to this Agreement, promptly after the Stockholder Approval of the 2016 Equity Plan (as such terms are defined below) is obtained, the Company shall grant to the Participant             performance share units (“PSUs”), each of which shall represent an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant upon settlement one share of Class A Common Stock (“Common Stock”) of the Company (cash equal to the fair market value thereof, as determined pursuant to the 2016 Equity Plan (as defined below)), subject to the terms and conditions described below. The PSUs awarded to the Participant hereby shall be subject to all of the terms and conditions set forth in this Agreement, as well as the terms and conditions of a new equity plan (the “2016 Equity Plan”) that the Company intends to submit for the approval of its stockholders in accordance with the requirements of the New York Stock Exchange (the “Stockholder Approval”). Notwithstanding any provision herein, the PSUs shall not be granted, vest and/or be settled, in whole or in part, (i) unless the Stockholder Approval of the 2016 Equity Plan is obtained and other terms and conditions of this Agreement are satisfied or (ii) if the Company terminates the Participant’s employment for Cause or the Participant resigns his employment without Good Reason prior to the date the Stockholder Approval is obtained. In the event of any inconsistency between this Agreement and any provision of the 2016 Equity Plan, this Agreement shall prevail. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Employment Agreement, dated as of January 1, 2016, between the Participant and the Company (the “Employment Agreement”).

2. Vesting Schedule.

(a) Generally. The first time that the closing price of the Common Stock on the New York Stock Exchange equals at least $44.00 or any higher stock price hurdle set forth on Exhibit A hereto (as the same may hereafter be adjusted pursuant to Section 2(b) and Section 4 below, each, a “Stock Price Hurdle”) on each day during any period of 10 consecutive trading days ending after March 1, 2016 and on or prior to March 1, 2018 (the “Expiration Date”) (such price, a “10-Consecutive-Day Stock Price”), then the corresponding number of PSUs set forth next to each such Stock Price Hurdle on Exhibit A hereto (i.e., approximately 1/11^th of the PSUs) shall vest. In no event may any single Stock Price Hurdle be achieved more than once under this Agreement. Each date on which a Stock Price Hurdle is achieved shall be a “Vesting Date.” Notwithstanding anything else in this Section 2(a), except as otherwise expressly provided below, no PSUs shall become vested at any Vesting Date unless the Participant has remained continuously employed with the Company through the applicable Vesting Date.

(b) Adjustment for Cash Dividends. The amount of any cash dividend (whether a regular or special cash dividend) paid with respect to shares of Common Stock having a record date that is after March 1, 2016 and on or prior to the Expiration Date (a “Cash Dividend”) shall

reduce (on a dollar-for-dollar basis) all Stock Price Hurdles not yet achieved on or prior to the record date of such Cash Dividend, and, following each Cash Dividend payment, a determination shall be made whether a Vesting Date has occurred as a result of the Cash Dividend payment resulting in achievement of one or more Stock Price Hurdles.

(c) Measurement at Expiration Date. Provided that the Participant has remained continuously employed through the Expiration Date, a final determination of the number of PSUs deemed earned under this Section 2 shall be determined as of the Expiration Date based on the 10-Consecutive-Day Stock Price during the period of 10 consecutive trading days ending with the Expiration Date, and by applying such 10-Consecutive-Day Stock Price against the Stock Price Hurdles and also by using mathematical linear interpolation to determine the PSUs that are deemed earned at the 10-Consecutive-Day Stock Price determined after closing of the New York Stock Exchange on the Expiration Date that is between any two of the Stock Price Hurdles.

(d) Termination of Employment.

(i) In the event that the Participant’s employment with the Company is terminated due to death or Disability, by the Company without Cause or by the Participant for Good Reason, (x) the PSUs shall remain outstanding and shall vest to the extent that any Stock Price Hurdle is achieved on or prior to the earlier to occur of the one-year anniversary of the effective date of the Participant’s termination and the Expiration Date (such earlier date, the “Termination Expiration Date”), as if the Participant had remained continuously employed with the Company through any such Vesting Date and (y) on the Termination Expiration Date, a number of then outstanding PSUs shall be deemed earned under this Section 2(d)(i) based on the 10-Consecutive-Day Stock Price ending with the Termination Expiration Date, and by applying such 10-Consecutive-Day Stock Price against the Stock Price Hurdles provided in Section 2(a) above and also by using mathematical linear interpolation to determine the PSUs that are deemed earned at the 10-Consecutive-Day Stock Price determined after closing of the New York Stock Exchange on the Termination Expiration Date that is between any two of the Stock Price Hurdles.

(ii) Except as provided in this Section 2(d) or 2(e) below, all PSUs that have not vested on or prior to the effective date of the Participant’s termination of employment with the Company shall automatically terminate and be forfeited for no consideration.

(e) Change in Control. In the event of a Qualifying Change in Control, a number of then outstanding PSUs shall be deemed earned under this Section 2(e) based on the Change in Control Price, by applying the Change in Control Price against the Stock Price Hurdles and also by using mathematical linear interpolation to determine the PSUs that are deemed earned at the Change in Control Price that is between any two of the Stock Price Hurdles. For the avoidance of doubt, the Stock Price Hurdles applied in this Section 2(e) shall be adjusted pursuant to Section 2(b) above and Section 4 below. As used herein: “Qualifying Change in Control” means a Change in Control that is consummated either (x) after March 1, 2016 and on or prior to the Expiration Date or (y) after the Expiration Date, if both (A) on or prior to the Expiration Date, the Company enters into a definitive agreement the consummation of which would constitute a

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Change in Control and (B) the transaction contemplated pursuant to such agreement is consummated within one year following the Expiration Date. “Change in Control Price” means the highest price per share of Common Stock paid in connection with the transaction resulting in a Qualifying Change in Control (with the value of any part of such price that is payable other than in cash, determined in good faith by the Compensation Committee (the “Committee”) of the Company’s Board of Directors).

(f) Exclusive Vesting. The vesting and settlement provisions set forth in this Section 2 and Section 3 below shall be the exclusive vesting and settlement provisions applicable to the PSUs and shall supersede any other provisions relating to vesting and settlement (whether in the Employment Agreement, the 2016 Equity Plan or elsewhere), unless such other such provision expressly refers to this Agreement by name and date.

(g) Forfeiture After the Expiration Date. Except as provided under Section 2(d)(i) or 2(e) above, any PSUs that have not vested on or prior to the Termination Expiration Date and that have not otherwise terminated earlier pursuant to 2(d)(ii) above shall automatically terminate and be forfeited for no consideration on the Termination Expiration Date.

3. Settlement.

(a) Delivery of Shares or Cash. Within 30 days of each Vesting Date, the Company shall issue or transfer to the Participant, or cause to be issued or transferred to the Participant, one share of Common Stock in respect of each PSU that became vested as of such Vesting Date; provided, however, that, if required to comply with applicable law, cash shall be paid in lieu of delivering shares of Common Stock in respect of vested PSUs and, in any event, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of vested PSUs. If a cash payment is made in lieu of delivering shares of Common Stock or pursuant to this Section 3(a), the amount of such payment shall be equal to the fair market value of the Common Stock (as determined pursuant to the 2016 Equity Plan) as of such Vesting Date less an amount equal to all federal, state, local, and non-U.S. income and employment taxes required to be withheld. Notwithstanding the foregoing, in the event that any of the PSUs become vested in connection with a Change in Control which result in the Common Stock no longer being outstanding or publicly traded, the Company shall deliver to the Participant in respect of each such PSU the same consideration payable to stockholders of the Company in connection with the transaction constituting the Change in Control.

(b) Shares Received Upon Settlement. Shares of Common Stock received upon Settlement of a PSU shall remain subject to the terms of this Agreement.

(c) Tax Withholding. In connection with any settlement of PSUs, the Participant will be required to satisfy applicable withholding tax obligations (including payments made pursuant to Section 3(a) above). For the avoidance of doubt, the Participant must receive prior written approval of the Committee to use any method for the payment of tax withholding other than in immediately available funds in U.S. dollars.

3

(d) Compliance with Laws. In addition to the Stockholder Approval of the 2016 Equity Plan, the granting and settlement of the PSUs and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Common Stock hereunder as the Committee may consider appropriate and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Common Stock hereunder in compliance with applicable laws, rules, and regulations.

4. Adjustments for Certain Events. Except for Cash Dividends, in the event that there shall occur any transaction, other event or adjustment in the Common Stock that would require an adjustment of any performance share units then outstanding under the 2016 Equity Plan, (i) the PSUs shall be adjusted in the same manner as the Committee determines to adjust the other performance share units then outstanding under the 2016 Equity Plan (or, if more favorable to Executive, in the same manner as the adjustment of performance share units then outstanding under the Tribune Company 2013 Equity Incentive Plan) and (ii) all outstanding Stock Price Hurdles shall be adjusted by the Committee in a manner that, following such transaction, event or adjustment, maintains the same ratio (as determined in such reasonable manner as the Committee shall determine) of the Stock Price Hurdles to the fair market value of the Common Stock (as determined pursuant to the 2016 Equity Plan) as was in effect immediately prior to such transaction, event or adjustment. Following any adjustment under this Section 4, a determination shall be made whether a Vesting Date has occurred as a result of such adjustment resulting in achievement of one or more Stock Price Hurdles. All non-cash distributions, if any, received by the Participant with respect to the PSUs as a result of any stock split, stock distributions, combination of shares, or other similar transaction shall be subject to the restrictions of this Agreement and the vesting conditions specified herein.

5. Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to the PSUs unless and until (a) the PSUs shall have vested and settled pursuant to the terms herein, (b) the Company shall have issued and delivered to the Participant the Common Stock hereunder, and (c) the Participant’s name shall have been entered as a stockholder of record with respect to such Common Stock on the books of the Company. Notwithstanding any rights that may apply to other performance share units of the Company, unvested PSUs shall not have any rights to receive any dividend equivalents in respect of any regular quarterly cash dividends or special cash dividends. Any certificates representing the Common Stock delivered to the Participant shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee deems appropriate.

6. Lock-Up Period. If requested by the underwriters managing any public offering of Common Stock, the Participant agrees to execute a separate agreement to the effect that, except as otherwise approved by the Committee or estate planning transfers permitted under the

4

2016 Equity Plan, shares of Common Stock acquired by the Participant following the vesting and settlement of all or any portion of the PSUs may not be sold, transferred, or otherwise disposed of prior to the date following such public offering as so required by such underwriters (the “Lock-Up Period”). The Company may impose stop-transfer instructions with respect to the Common Stock subject to the foregoing restriction until the end of such Lock-Up Period.

7. Representations and Warranties of Participant. The Participant hereby makes the following acknowledgements, representations, and warranties to the Company:

(a) No Arrangements to Sell. Except as specifically provided herein, the Participant has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of the PSUs or the Common Stock underlying the PSUs and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement.

(b) PSUs Not Transferable. The Participant understand that the PSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise).

8. General.

(a) Delivery of Documents. The Participant agrees that the Company may deliver by email all documents relating to the PSUs (including, without limitation, a copy of the 2016 Equity Plan after receipt of the applicable Stockholder Approval) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Participant also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Participant by email or such other reasonable manner as then determined by the Company.

(b) No Employment Rights. This Agreement does not confer upon the Participant any right to continue as an employee or service provider of the Company or any of its affiliates.

(c) Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

(d) Entire Agreement. Except for the 2016 Equity Plan (after receipt of the applicable Stockholder Approval), this Agreement and the Employment Agreement contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

5

(e) Interpretation. The interpretation, construction, performance, and enforcement of this Agreement shall lie within the sole discretion of the Committee, and the Committee’s determinations shall be conclusive and binding on the Participant and any other interested persons.

(f) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.

[Remainder of page intentionally left blank; signature page follows]

6

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

TRIBUNE MEDIA COMPANY
By:
	Name:
	Title:
PARTICIPANT
Name:

7

Exhibit A

Stock Price Hurdles

10-Consecutive-Day Stock Price*	Number of PSUs that Vest*
Below $44	0
$44
$46
$48
$50
$52
$54
$56
$58
$60
$62
$64
Above $64	No additional PSUs vest

* These Stock Price Hurdles and the number of PSUs that vest under this Agreement are subject, in all respects, to the terms and conditions of the Agreement, including treatment of cash dividends, adjustment for non-cash dividends and other transactions and events and mathematical linear interpolation in connection with a termination of employment or expiration of the performance period.

8

EX-12.1

Exhibit 12.1

TRIBUNE MEDIA COMPANY

Computation of Ratio of Earnings to Fixed Charges

(In thousands of dollars)

	Successor									Predecessor
	Year Ended											Year Ended
	December 31, 2015			December 28, 2014			December 29, 2013			December 31, 2012		December 30, 2012			December 25, 2011
Fixed Charges
Interest expense	$	152,172		$	151,270		$	46,307		$	—	$	193		$	471
Amortization of debt issuance costs and original issue discount		12,258			13,433			3,869			—		—			—
Portion of rental expense which represents interest factor		10,099			20,654			25,808			—		11,648			12,306
Total Fixed Charges	$	174,529		$	185,357		$	75,984		$	—	$	11,841		$	12,777
Earnings
(Loss) income from continuing operations before income taxes	$	(297,595	)	$	741,810		$	258,907		$	8,284,314	$	266,730		$	330,037
Less: Income on equity investments, net		(146,959	)		(236,713	)		(145,241	)		—		(198,690	)		(187,473	)
Add: Fixed charges		174,529			185,357			75,984			—		11,841			12,777
Add: Distributed income of equity investees		169,879			189,789			154,123			—		118,383			71,021
Total (Loss) Earnings	$	(100,146	)	$	880,243		$	343,773		$	8,284,314	$	198,264		$	226,362
Ratio of Earnings To Fixed Charges		*			4.7			4.5			N/A		16.7			17.7

* The ratio of earnings to fixed charges was less than 1:1 for the year ended December 31, 2015 as earnings were inadequate to cover fixed charges by $275 million.

EX-21.1

Exhibit 21.1

Tribune Media Company

List of Subsidiaries as of March 24, 2016

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
3370 Harbor, LLC	Delaware		100	%
501 N. Orange Holdco, LLC	Delaware		100	%
7266782 Canada Inc.	Canada		100	%
AL-Huntsville-200 Holmes Avenue, LLC	Delaware		100	%
AR-Fort Smith-318 North 13th Street, LLC	Delaware		100	%
AR-Van Buren-179 Gladewood Road, LLC	Delaware		100	%
Baseline Acquisitions, LLC	Delaware		100	%
Baseline, LLC	Delaware		100	%
Borderline Cool Holdings Ltd.	British Virgin Islands		100	%
Bottom Line Aviation, LLC	Delaware		100	%
CA-4655 Fruitridge Road, LLC	Delaware		100	%
CA-LATS South, LLC	Delaware		100	%
CA-Los Angeles Times Square, LLC	Delaware		100	%
CA-Olympic Plant, LLC	Delaware		100	%
CareerBuilder, LLC	Delaware		32.1	%
CastTV Inc.	Delaware		100	%
Chicago Entertainment Ventures, LLC	Delaware		5	%
Chicagoland Television News, LLC	Delaware		100	%
Classified Ventures Holdco, LLC	Delaware		100	%
CO-1006 Lookout Mountain Road, LLC	Delaware		100	%
CO-Clear Creek County-Argentine Pass, LLC	Delaware		100	%
CO-Denver-100 East Speer Boulevard, LLC	Delaware		100	%
CO-Golden-21214 Cedar Lake Road, LLC	Delaware		100	%
Covers Media Group Limited	Ireland		100	%
CT-121 Wawarme Avenue, LLC	Delaware		100	%
CT-285 Broad Street, LLC	Delaware		100	%
CT-WTIC, LLC	Delaware		100	%
Enswers, Inc.	Korea		100	%
EPG Systems ApS	Denmark		100	%
Excelerate II LLC	Illinois		8	%
FL-633 North Orange Avenue, LLC	Delaware		100	%
FL-Deerfield Plant, LLC	Delaware		100	%
FL-Orlando Sentinel, LLC	Delaware		100	%
FoxCo Acquisition Finance Corporation	Delaware		100	%
FoxCo Acquisition Sub, LLC	Delaware		100	%
FoxCo Acquisition, LLC	Delaware		100	%
Gracenote Argentina S.R.L	Argentina		100	%

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
Gracenote Brasil Metainformação Limitada	Brazil		100	%
Gracenote Canada, Inc.	Canada		100	%
Gracenote GmbH	Germany		100	%
Gracenote Inc.	Delaware		100	%
Gracenote KK	Japan		100	%
Gracenote Limited	Hong Kong		100	%
Gracenote Korea Ltd.	Korea		100	%
Gracenote Netherlands BV	Netherlands		100	%
Gracenote Netherlands Holdings B.V.	Netherlands		100	%
Gracenote South America Holdco, LLC	Delaware		100	%
HWW Pty Ltd	Australia		100	%
IA-Alleman Polk County, LLC	Delaware		100	%
IA-Des Moines-1801 Grand Avenue, LLC	Delaware		100	%
IL-11201 Franklin Avenue, LLC	Delaware		100	%
IL-16400 South 105th Court, LLC	Delaware		100	%
IL-2501 West Bradley Place, LLC	Delaware		100	%
IL-3249 North Kilpatrick, LLC	Delaware		100	%
IL-3722 Ventura Drive, LLC	Delaware		100	%
IL-700 West Chicago Avenue, LLC	Delaware		100	%
IL-720 Rohlwing Road, LLC	Delaware		100	%
IL-777 West Chicago Avenue, LLC	Delaware		100	%
IL-Henry County-Rustic Hill, LLC	Delaware		100	%
IL-Moline-3003 Park 16 Street, LLC	Delaware		100	%
IL-Orion-2880 North 1100 Avenue, LLC	Delaware		100	%
IL-Tribune Tower, LLC	Delaware		100	%
IN-2350 Westlane Road, LLC	Delaware		100	%
IN-6910 Network Place, LLC	Delaware		100	%
IN-Trafalgar WTTV, LLC	Delaware		100	%
IN-Windfall WTTV, LLC	Delaware		100	%
Infostrada Concepts B.V.	Netherlands		100	%
Infostrada Statistics Australia B.V.	Netherlands		100	%
Infostrada Statistics B.V.	Netherlands		100	%
Infostrada Statistics Denmark B.V.	Netherlands		100	%
Infostrada Statistics Global Sports Database B.V.	Netherlands		100	%
Infostrada Technology Harbin Ltd.	PRC		100	%
Jobscience, Inc.	California		8.2	%
KDAF, LLC	Delaware		100	%
KIAH, LLC	Delaware		100	%
KPLR, Inc.	Missouri		100	%
KRCW, LLC	Delaware		100	%
KSTU License, LLC	Delaware		100	%
KSTU, LLC	Delaware		100	%
KSWB, LLC	Delaware		100	%
KTLA, LLC	Delaware		100	%

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
KTVI License, LLC	Delaware		100	%
KTVI, LLC	Delaware		100	%
KTXL, LLC	Delaware		100	%
KWGN, LLC	Delaware		100	%
Local TV Aircraft, Inc.	Delaware		100	%
Local TV Finance Corporation	Delaware		100	%
Local TV Finance, LLC	Delaware		100	%
Local TV Holdings, LLC	Delaware		100	%
Local TV Norfolk Real Estate, LLC	Delaware		100	%
Local TV, LLC	Delaware		100	%
Locality Labs, LLC	Delaware		31.77	%
Magic T Music Publishing Company, LLC	Delaware		100	%
Mango Media Holdings Ltd.	British Virgin Islands		100	%
Mashable, Inc.	Delaware		1.3	%
MD-3400 Carlins Park Drive, LLC	Delaware		100	%
MD-601 N. Calvert, LLC	Delaware		100	%
MD-North Calvert Street, LLC	Delaware		100	%
Media By Numbers, LLC	Delaware		100	%
MI-3117 Plaza Drive, LLC	Delaware		100	%
MI-Davis Road, LLC	Delaware		100	%
MO-Kansas City-3020 Summit Street, LLC	Delaware		100	%
MO-St Louis-Emil Avenue, LLC	Delaware		100	%
Multimedia Insurance Company	Vermont		100	%
NBBF, LLC	Delaware		100	%
NC-High Point-2005 Francis Street, LLC	Delaware		100	%
NC-Sofia-4119 Old Courthouse Road, LLC	Delaware		100	%
New River Center Maintenance Association, Inc.	Florida		25	%
Norfolk Broadcasting Payroll Company, LLC	Delaware		80	%
NS Sports Media Pros Ltd.	Canada		100	%
Oak Brook Productions, LLC	Delaware		100	%
OH-Cleveland-5800 South Marginal Road, LLC	Delaware		100	%
OH-Parma-4501 West Pleasant Valley Road, LLC	Delaware		100	%
OK-Oklahoma City-East Britton Road, LLC	Delaware		100	%
Ongaku ShuppanSha Co., Ltd.	Japan		16.67	%
OR-10255 SW Arctic Drive, LLC	Delaware		100	%
PA 550 East Rock Road, LLC	Delaware		100	%
PA-2005 South Queen Street, LLC	Delaware		100	%
PA-5001 Wynnefield Avenue, LLC	Delaware		100	%
PA-Luzerne County-Penobscot Mountain, LLC	Delaware		100	%
PA-Moosic-16 Montage Mountain Road, LLC	Delaware		100	%

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
PA-Morning Call, LLC	Delaware		100	%
PA-Ransom, LLC	Delaware		100	%
PA-South Abington-RT 11 and Morgan Hwy, LLC	Delaware		100	%
quadrantONE LLC	Delaware		25	%
Riverwalk Center I Joint Venture	Florida		100	%
Riverwalk Holdco II, LLC	Delaware		100	%
Riverwalk Holdco, LLC	Delaware		100	%
SportsDirect Inc.	Canada		100	%
Studio Systems, LLC	Delaware		100	%
Taboola.com Ltd.	Israel		0.768	%
Television Food Network, G.P.	Delaware		31.3	%
Television Information Technology Company	Jordan		100	%
TKG Internet Holdings II LLC	Delaware		42.5	%
TN-Memphis-803 Channel 3 Drive, LLC	Delaware		100	%
Tower Distribution Company, LLC	Delaware		100	%
Towering T Music Publishing Company, LLC	Delaware		100	%
TREH 200 E. Las Olas Member, LLC	Delaware		100	%
TREH 200 E. Las Olas Venture, LLC	Delaware		92.5	%
TREH 700 W. Chicago Venture, LLC	Delaware		92.5	%
TREH CM Member 2, LLC	Delaware		100	%
TREH Costa Mesa, LLC	Delaware		100	%
TREH/Kearny Costa Mesa, LLC	Delaware		100	%
Tribalt Productions, LLC	Delaware		100	%
Tribune (FN) Cable Ventures, LLC	Delaware		100	%
Tribune Alternative, LLC	Delaware		100	%
Tribune Broadcasting Company II, LLC	Delaware		100	%
Tribune Broadcasting Company, LLC	Delaware		100	%
Tribune Broadcasting Denver License, LLC	Delaware		100	%
Tribune Broadcasting Denver, LLC	Delaware		100	%
Tribune Broadcasting Fort Smith License, LLC	Delaware		100	%
Tribune Broadcasting Fort Smith, LLC	Delaware		100	%
Tribune Broadcasting Hartford, LLC	Delaware		100	%
Tribune Broadcasting Indianapolis, LLC	Delaware		100	%
Tribune Broadcasting Kansas City, Inc.	Delaware		100	%
Tribune Broadcasting Norfolk, LLC	Delaware		100	%
Tribune Broadcasting Oklahoma City License, LLC	Delaware		100	%
Tribune Broadcasting Oklahoma City, LLC	Delaware		100	%
Tribune Broadcasting Seattle, LLC	Delaware		100	%
Tribune CNLBC, LLC	Delaware		100	%
Tribune DB, LLC	Delaware		100	%
Tribune Development, LLC	Delaware		100	%
Tribune Digital Ventures Singapore Pte Ltd	Singapore		100	%
Tribune Digital Ventures Software Development Center India Private Limited	India		100	%
Tribune Digital Ventures, LLC	Delaware		100	%
Tribune DQ, LLC	Delaware		100	%

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
Tribune Entertainment Company, LLC	Delaware		100	%
Tribune International Holdco, LLC	Delaware		100	%
Tribune Management Holdings, LLC	Delaware		100	%
Tribune Marketing, LLC	Delaware		100	%
Tribune Media Services, LLC	Delaware		100	%
Tribune National Marketing Company, LLC	Delaware		100	%
Tribune ND, LLC	Delaware		100	%
Tribune Productions, LLC	Delaware		100	%
Tribune Publishing Company	Delaware		1.5	%
Tribune Real Estate Holdings II, LLC	Delaware		100	%
Tribune Real Estate Holdings, LLC	Delaware		100	%
Tribune Sports Network Holdings, LLC	Delaware		100	%
Tribune Television New Orleans, Inc.	Delaware		100	%
Tribune WFPT, LLC	Delaware		100	%
TX-7700 Westpark Drive, LLC	Delaware		100	%
TX-8001 John Carpenter Freeway, LLC	Delaware		100	%
UT-Salt Lake City-Amelia Earhart Drive, LLC	Delaware		100	%
VA-216 Ironbound Road, LLC	Delaware		100	%
VA-Norfolk-720 Boush Street, LLC	Delaware		100	%
VA-Portsmouth-1318 Spratley Street, LLC	Delaware		100	%
VA-Richmond, LLC	Delaware		100	%
VA-Suffolk-5277 Nansemond Parkway, LLC	Delaware		100	%
WA-1813 Westlake Avenue, LLC	Delaware		100	%
Watchwith, Inc.	Delaware		7.16	%
WDAF License, Inc.	Delaware		100	%
WDAF Television, Inc.	Delaware		100	%
WDCW, LLC	Delaware		100	%
WGHP License, LLC	Delaware		100	%
WGHP, LLC	Delaware		100	%
WGN Continental Broadcasting Company, LLC	Delaware		100	%
What’s On India Media Private Limited	India		100	%
WHNT License, LLC	Delaware		100	%
WHNT, LLC	Delaware		100	%
WHO License, LLC	Delaware		100	%
WHO Television, LLC	Delaware		100	%
WI-Brown Deer-9001 North Green Bay Road, LLC	Delaware		100	%
WI-Milwaukee-1100 East Capital Drive, LLC	Delaware		100	%
WITI License, LLC	Delaware		100	%
WITI Television, LLC	Delaware		100	%
WJW License, LLC	Delaware		100	%
WJW Television, LLC	Delaware		100	%
WNEP Payroll Company, LLC	Delaware		80	%
WNEP, LLC	Delaware		100	%

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
WPHL, LLC	Delaware		100	%
WPIX, LLC	Delaware		100	%
WPMT, LLC	Delaware		100	%
WQAD License, LLC	Delaware		100	%
WQAD, LLC	Delaware		100	%
WREG License, LLC	Delaware		100	%
WREG, LLC	Delaware		100	%
WSFL, LLC	Delaware		100	%
WTVR License, LLC	Delaware		100	%
WTVR, LLC	Delaware		100	%
WXMI, LLC	Delaware		100	%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Tribune Media Company of our reports dated February 29, 2016 (except with respect to our opinion on the consolidated financial statements insofar as it relates to Note 23, as to which the date is March 24, 2016) and March 28, 2014 (except for the effects of discontinued operations discussed in Note 2 to the consolidated financial statements, as to which the date is November 14, 2014) relating to the financial statements of Tribune Media Company, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 24, 2016

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of Tribune Media Company of our report dated February 29, 2016, relating to the consolidated financial statements of Television Food Network, G.P. as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding certain revenue and expense transactions with affiliated companies and an explanatory paragraph regarding Television Food Network, G.P.’s ability to continue as a going concern) included in the Annual Report on Form 10-K of Tribune Media Company for the year ended December 31, 2015, and to the use of our report dated February 29, 2016, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio

March 24, 2016

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)

400 South Hope Street Suite 500 Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

Evelyn T. Furukawa

400 South Hope Street, Suite 500

Los Angeles, California 90071

213.630.6463

(Name, address and telephone number of agent for service)

TRIBUNE MEDIA COMPANY

(Exact name of obligor as specified in its charter)

Delaware	36-1880355
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

435 North Michigan Avenue Chicago, Illinois	60611
(Address of principal executive offices)	(Zip code)

5.875% Senior Notes due 2022

(Title of the Indenture Securities)

Tribune Media Company

Table of Additional Obligors

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation		I.R.S. Employer Identification Number
Baseline Acquisitions, LLC	Subsidiary Guarantor		Delaware		30-0701482
Baseline, LLC	Subsidiary Guarantor		Delaware		61-1661620
CastTV Inc.	Subsidiary Guarantor		Delaware		20-8548742
Chicagoland Television News, LLC	Subsidiary Guarantor		Delaware		36-3801352
Classified Ventures Holdco, LLC	Subsidiary Guarantor		Delaware		37-1702523
FoxCo Acquisition, LLC	Subsidiary Guarantor		Delaware		26-1621964
FoxCo Acquisition Finance Corporation	Subsidiary Guarantor		Delaware		26-2663860
FoxCo Acquisition Sub, LLC	Subsidiary Guarantor		Delaware		26-1621807
Gracenote, Inc.	Subsidiary Guarantor		Delaware		35-2052662
KDAF, LLC	Subsidiary Guarantor		Delaware		36-4736969
KIAH, LLC	Subsidiary Guarantor		Delaware		76-0484014
KPLR, Inc	Subsidiary Guarantor		Missouri		43-0737943
KRCW, LLC	Subsidiary Guarantor		Delaware		32-0381772
KSTU, LLC	Subsidiary Guarantor		Delaware		26-2467066
KSTU License, LLC	Subsidiary Guarantor		Delaware		26-2467494
KSWB, LLC	Subsidiary Guarantor		Delaware		94-2457035
KTLA, LLC	Subsidiary Guarantor		Delaware		95-1743404
KTVI, LLC	Subsidiary Guarantor		Delaware		26-2466669
KTVI License, LLC	Subsidiary Guarantor		Delaware		26-2466730
KTXL, LLC	Subsidiary Guarantor		Delaware		68-0183844
KWGN, LLC	Subsidiary Guarantor		Delaware		84-0565347
Local TV, LLC	Subsidiary Guarantor		Delaware		20-8182582
Local TV Aircraft, Inc.	Subsidiary Guarantor		Delaware		27-2793325
Local TV Finance, LLC	Subsidiary Guarantor		Delaware		20-8613926
Local TV Finance Corporation	Subsidiary Guarantor		Delaware		20-8849384
Local TV Holdings, LLC	Subsidiary Guarantor		Delaware		11-3841144
Local TV Norfolk Real Estate, LLC	Subsidiary Guarantor		Delaware		27-3219274
Magic T Music Publishing Company, LLC	Subsidiary Guarantor		Delaware		36-3716522
Media by Numbers, LLC	Subsidiary Guarantor		Delaware		80-0274967
Oak Brook Productions, LLC	Subsidiary Guarantor		Delaware		36-4012598
Riverwalk Holdco, LLC	Subsidiary Guarantor		Delaware		80-0852493
Riverwalk Holdco II, LLC	Subsidiary Guarantor		Delaware		90-0938767
Studio Systems, LLC	Subsidiary Guarantor		Delaware		80-0274968
Tower Distribution Company, LLC	Subsidiary Guarantor		Delaware		73-1539066
Towering T Music Publishing Company, LLC	Subsidiary Guarantor		Delaware		36-4202470
Tribune (FN) Cable Ventures, LLC	Subsidiary Guarantor		Delaware		36-3909782
Tribune Broadcasting Company, LLC	Subsidiary Guarantor		Delaware		36-3082568
Tribune Broadcasting Company II, LLC	Subsidiary Guarantor		Delaware		36-4766010
Tribune Broadcasting Denver, LLC	Subsidiary Guarantor		Delaware		26-2466053
Tribune Broadcasting Denver License, LLC	Subsidiary Guarantor		Delaware		26-2466204
Tribune Broadcasting Fort Smith, LLC	Subsidiary Guarantor		Delaware		20-8614038
Tribune Broadcasting Fort Smith License, LLC	Subsidiary Guarantor		Delaware		20-8614064
Tribune Broadcasting Hartford, LLC	Subsidiary Guarantor		Delaware		06-1501268

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation		I.R.S. Employer Identification Number
Tribune Broadcasting Indianapolis, LLC	Subsidiary Guarantor		Delaware		90-0866434
Tribune Broadcasting Kansas City, Inc.	Subsidiary Guarantor		Delaware		13-3771990
Tribune Broadcasting Norfolk, LLC	Subsidiary Guarantor		Delaware		20-8614526
Tribune Broadcasting Oklahoma City, LLC	Subsidiary Guarantor		Delaware		20-8614282
Tribune Broadcasting Oklahoma City License, LLC	Subsidiary Guarantor		Delaware		20-8614407
Tribune Broadcasting Seattle, LLC	Subsidiary Guarantor		Delaware		62-1172975
Tribune Digital Ventures, LLC	Subsidiary Guarantor		Delaware		32-0420944
Tribune Entertainment Company, LLC	Subsidiary Guarantor		Delaware		36-2596232
Tribune Management Holdings, LLC	Subsidiary Guarantor		Delaware		90-0866362
Tribune Media Services, LLC	Subsidiary Guarantor		Delaware		13-0571080
Tribune National Marketing Company, LLC	Subsidiary Guarantor		Delaware		36-3166231
Tribune Television New Orleans, Inc.	Subsidiary Guarantor		Delaware		36-3234055
WDAF License, Inc.	Subsidiary Guarantor		Delaware		13-3771993
WDAF Television, Inc.	Subsidiary Guarantor		Delaware		13-3818215
WDCW, LLC	Subsidiary Guarantor		Delaware		36-4308300
WGHP, LLC	Subsidiary Guarantor		Delaware		26-2466872
WGHP License, LLC	Subsidiary Guarantor		Delaware		26-2466914
WGN Continental Broadcasting Company, LLC	Subsidiary Guarantor		Delaware		36-1919530
WHNT, LLC	Subsidiary Guarantor		Delaware		20-8613971
WHNT License, LLC	Subsidiary Guarantor		Delaware		20-8614006
WHO License, LLC	Subsidiary Guarantor		Delaware		20-8614152
WHO Television, LLC	Subsidiary Guarantor		Delaware		20-8614129
WITI License, LLC	Subsidiary Guarantor		Delaware		26-2468215
WITI Television, LLC	Subsidiary Guarantor		Delaware		26-2468187
WJW License, LLC	Subsidiary Guarantor		Delaware		26-2467026
WJW Television, LLC	Subsidiary Guarantor		Delaware		26-2466979
WNEP, LLC	Subsidiary Guarantor		Delaware		20-8614437
WPHL, LLC	Subsidiary Guarantor		Delaware		36-4736896
WPIX, LLC	Subsidiary Guarantor		Delaware		36-3110191
WPMT, LLC	Subsidiary Guarantor		Delaware		90-0867040
WQAD, LLC	Subsidiary Guarantor		Delaware		20-8614101
WQAD License, LLC	Subsidiary Guarantor		Delaware		20-8614115
WREG, LLC	Subsidiary Guarantor		Delaware		20-8614480
WREG License, LLC	Subsidiary Guarantor		Delaware		20-8614509
WSFL, LLC	Subsidiary Guarantor		Delaware		65-0085256
WTVR, LLC	Subsidiary Guarantor		Delaware		26-2465879
WTVR License, LLC	Subsidiary Guarantor		Delaware		26-2465943
WXMI, LLC	Subsidiary Guarantor		Delaware		30-0743068
Tribune Real Estate Holdings, LLC	Subsidiary Guarantor		Delaware		30-0757120
Tribune Real Estate Holdings II, LLC	Subsidiary Guarantor		Delaware		32-0479404
501 N. Orange Holdco, LLC	Subsidiary Guarantor		Delaware		47-4939275
AL-Huntsville-200 Holmes Avenue, LLC	Subsidiary Guarantor		Delaware		61-1725110
AR-Fort Smith-318 North 13th Street, LLC	Subsidiary Guarantor		Delaware		46-4156120
AR-Van Buren-179 Gladewood Road, LLC	Subsidiary Guarantor		Delaware		61-1725310
CA-4655 Fruitridge Road, LLC	Subsidiary Guarantor		Delaware		90-0914160
CA-LATS South, LLC	Subsidiary Guarantor		Delaware		47-4781358
CA-Olympic Plant, LLC	Subsidiary Guarantor		Delaware		80-0874953
CA-Los Angeles Times Square, LLC	Subsidiary Guarantor		Delaware		80-0874068
CO-1006 Lookout Mountain Road, LLC	Subsidiary Guarantor		Delaware		90-0917909
CO-Clear Creek County-Argentine Pass, LLC	Subsidiary Guarantor		Delaware		36-4774509

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation		I.R.S. Employer Identification Number
CO-Denver-100 East Speer Boulevard, LLC	Subsidiary Guarantor		Delaware		36-4774128
CO-Golden-21214 Cedar Lake Road, LLC	Subsidiary Guarantor		Delaware		61-1725529
CT-121 Wawarme Avenue, LLC	Subsidiary Guarantor		Delaware		90-0919378
CT-285 Broad Street, LLC	Subsidiary Guarantor		Delaware		80-0878639
CT-WTIC, LLC	Subsidiary Guarantor		Delaware		80-0878932
FL-633 North Orange Avenue, LLC	Subsidiary Guarantor		Delaware		38-3894443
FL-Deerfield Plant, LLC	Subsidiary Guarantor		Delaware		90-0920858
FL-Orlando Sentinel, LLC	Subsidiary Guarantor		Delaware		90-0921481
IA-Alleman Polk County, LLC	Subsidiary Guarantor		Delaware		37-1745762
IA-Des Moines-1801 Grand Avenue, LLC	Subsidiary Guarantor		Delaware		30-0803227
IL-11201 Franklin Avenue, LLC	Subsidiary Guarantor		Delaware		80-0880621
IL-16400 South 105th Court, LLC	Subsidiary Guarantor		Delaware		37-1710096
IL-2501 West Bradley Place, LLC	Subsidiary Guarantor		Delaware		80-0881370
IL-3249 North Kilpatrick, LLC	Subsidiary Guarantor		Delaware		32-0398410
IL-3722 Ventura Drive, LLC	Subsidiary Guarantor		Delaware		36-4750750
IL-720 Rohlwing Road, LLC	Subsidiary Guarantor		Delaware		30-0760389
IL-777 West Chicago Avenue, LLC	Subsidiary Guarantor		Delaware		80-0883760
IL-Henry County-Rustic Hill, LLC	Subsidiary Guarantor		Delaware		32-0424158
IL-Moline-3003 Park 16 Street, LLC	Subsidiary Guarantor		Delaware		36-4774789
IL-Orion-2880 North 1100 Avenue, LLC	Subsidiary Guarantor		Delaware		46-4523419
IL-Tribune Tower, LLC	Subsidiary Guarantor		Delaware		90-0925857
IN-2350 Westlane Road, LLC	Subsidiary Guarantor		Delaware		36-4751449
IN-6910 Network Place, LLC	Subsidiary Guarantor		Delaware		90-0926932
IN-Trafalgar WTTV, LLC	Subsidiary Guarantor		Delaware		90-0927399
IN-Windfall WTTV, LLC	Subsidiary Guarantor		Delaware		80-0886250
MD-3400 Carlins Park Drive, LLC	Subsidiary Guarantor		Delaware		80-0887671
MD-601 N. Calvert, LLC	Subsidiary Guarantor		Delaware		47-4925604
MD-North Calvert Street, LLC	Subsidiary Guarantor		Delaware		80-0888076
MI-3117 Plaza Drive, LLC	Subsidiary Guarantor		Delaware		36-4752474
MI-Davis Road, LLC	Subsidiary Guarantor		Delaware		37-1712522
MO-Kansas City-3020 Summit Street, LLC	Subsidiary Guarantor		Delaware		61-1726527
MO-St Louis-Emil Avenue, LLC	Subsidiary Guarantor		Delaware		36-4775119
NC-High Point-2005 Francis Street, LLC	Subsidiary Guarantor		Delaware		32-0429529
NC-Sofia-4119 Old Courthouse Road, LLC	Subsidiary Guarantor		Delaware		38-3920837
OH-Cleveland-5800 South Marginal Road, LLC	Subsidiary Guarantor		Delaware		46-4339437
OH-Parma-4501 West Pleasant Valley Road, LLC	Subsidiary Guarantor		Delaware		46-4349988
OK-Oklahoma City-East Britton Road, LLC	Subsidiary Guarantor		Delaware		46-4359609
OR-10255 SW Arctic Drive, LLC	Subsidiary Guarantor		Delaware		90-0932076
PA-2005 South Queen Street, LLC	Subsidiary Guarantor		Delaware		90-0932550
PA-5001 Wynnefield Avenue, LLC	Subsidiary Guarantor		Delaware		80-0891131
PA-550 East Rock Road, LLC	Subsidiary Guarantor		Delaware		35-2467596
PA-Luzerne County-Penobscot Mountain, LLC	Subsidiary Guarantor		Delaware		46-4415654
PA-Moosic-16 Montage Mountain Road, LLC	Subsidiary Guarantor		Delaware		46-4370430
PA-Morning Call, LLC	Subsidiary Guarantor		Delaware		90-0934508
PA-Ransom, LLC	Subsidiary Guarantor		Delaware		46-4419901
PA-South Abington-Rt. 11 and Morgan Hwy, LLC	Subsidiary Guarantor		Delaware		46-4438744

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Formation		I.R.S. Employer Identification Number
TN-Memphis-803 Channel 3 Drive, LLC	Subsidiary Guarantor		Delaware		46-4453048
TREH CM Member 2, LLC	Subsidiary Guarantor		Delaware		47-5154408
TREH Costa Mesa, LLC	Subsidiary Guarantor		Delaware		47-4915965
TX-7700 Westpark Drive, LLC	Subsidiary Guarantor		Delaware		80-0893252
TX-8001 John Carpenter Freeway, LLC	Subsidiary Guarantor		Delaware		90-0937113
UT-Salt Lake City-Amelia Earhart Drive, LLC	Subsidiary Guarantor		Delaware		46-4467717
VA-216 Ironbound Road, LLC	Subsidiary Guarantor		Delaware		90-0937543
VA-Norfolk-720 Boush Street, LLC	Subsidiary Guarantor		Delaware		46-4484764
VA-Portsmouth-1318 Spratley Street, LLC	Subsidiary Guarantor		Delaware		46-4493002
VA-Richmond, LLC	Subsidiary Guarantor		Delaware		46-4537423
VA-Suffolk-5277 Nansemond Parkway, LLC	Subsidiary Guarantor		Delaware		46-4509229
WA-1813 Westlake Avenue, LLC	Subsidiary Guarantor		Delaware		90-0938179
WI-Brown Deer-9001 North Green Bay Road, LLC	Subsidiary Guarantor		Delaware		46-4307199
WI-Milwaukee-1100 East Capital Drive, LLC	Subsidiary Guarantor		Delaware		30-0801474

* The address including zip code and telephone number including area code for each Additional Obligor is c/o Tribune Media Company, 435 North Michigan Avenue Chicago, Illinois 60611, (212) 210-2786.

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

3-15. Not applicable.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

-3-

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948) and all amendments thereto (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).

6. The consent of the trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 24^th day of March, 2016.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Richard Tarnas
	Name: Richard Tarnas
	Title:    Vice President

-4-

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Tribune Media Company, The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Richard Tarnas

Chicago, Illinois

March 24, 2016

EXHIBIT 7

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business December 31, 2015, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		6,117
Interest-bearing balances		272,045
Securities:
Held-to-maturity securities		0
Available-for-sale securities		679,285
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		11,408
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		77,335
Other assets		118,036
Total assets	$	2,020,539

11

LIABILITIES
Deposits:
In domestic offices	505
Noninterest-bearing	505
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	0
Not applicable
Not applicable Subordinated notes and debentures	0
Other liabilities	276,953
Total liabilities	277,458
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,122,455
Not available
Retained earnings	620,521
Accumulated other comprehensive income	-895
Other equity capital components	0
Not available
Total bank equity capital	1,743,081
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,743,081
Total liabilities and equity capital	2,020,539

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty             )             CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President            )

William D. Lindelof, Director               )             Directors (Trustees)

Alphonse J. Briand, Director                 )

2

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

FOR

TRIBUNE MEDIA COMPANY

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 5.875% SENIOR SECURED NOTES DUE 2022, ISSUED ON JUNE 24, 2015 FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 5.875% SENIOR SECURED NOTES DUE 2022, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED                 , 2016

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                 , 2016 UNLESS EXTENDED (SUCH TIME AND DATE AS TO THE EXCHANGE OFFER, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By registered or certified mail, hand delivery or overnight courier:	By facsimile: (732) 667-9408 Attention: Dacia Brown-Jones	By information call: (315) 414-3349
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations – Reorganization Unit 111 Sander Creek Parkway East Syracuse, NY 13057 Attention: Dacia Brown-Jones

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE ACCOMPANYING IRS FORM W-9 INCLUDED HEREIN. SEE INSTRUCTION 8.

DESCRIPTION OF OLD NOTES (See Instructions 2 and 3.) List below the Old Notes (as defined below) to which this Letter of Transmittal relates.

Name(s) and Address(es) of Registered Owner(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on the Old Note(s))		Certificate Number (s)(*)	Aggregate Principal Amount of Old Notes (*)	Principal Amount Tendered (**)
	Total Principal Amount
(*)    Need not be completed if Old Notes are being transferred by book-entry transfer. (**)  Unless otherwise indicated, it will be assumed that ALL Old Notes described above are being tendered. See Instruction 3.

The undersigned acknowledges that he, she or it has received and reviewed this Letter of Transmittal (the “Letter”) and that he, she or it has received the Prospectus, dated             , 2016 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), of Tribune Media Company, a Delaware corporation (the “Issuer”), which together constitute its offer to exchange up to $1,100,000,000 aggregate principal amount of its 5.875% Senior Secured Notes due 2022 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 5.875% Senior Secured Notes due 2022 (the “Old Notes”), from the registered holders thereof (each, a “Holder” and, collectively, the “Holders”), upon the terms and subject to the conditions set forth in the Prospectus and this Letter (such exchange offer, the “Exchange Offer”).

For each Old Note accepted for exchange, the Holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Old Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid on the Old Notes. Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Old Notes either if certificates are to be forwarded herewith or if a tender of certificates for Old Notes, if available, is to be made by book-entry transfer (the “Book-Entry Transfer Facility”) to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Book-Entry Transfer” section of the Prospectus and an Agent’s Message is not delivered. Holders of Old Notes whose certificates are not immediately available or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

2

MUTILATED, LOST, STOLEN OR DESTROYED NOTES

¨ CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING NOTES THAT YOU OWN HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 9.

BOOK-ENTRY TRANSFER

¨ CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):

Name(s) of Tendering Institution(s)                             

Account Number(s)                             

Transaction Code Number(s)                             

GUARANTEED DELIVERY

¨ CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING. (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered Holder(s)                             

Window Ticket Number (if any)                             

Date of Execution of Notice of Guaranteed Delivery                             

Name of Institution that Guaranteed Delivery                             

If delivered by book-entry transfer:                             

Account Number at Book-Entry Transfer Facility                             

Transaction Code Number                             

¨ CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO THE OLD NOTES REFERRED TO IN THE PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, ADDITIONAL COPIES OF THE PROSPECTUS AND ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 40 DAYS AFTER THE EXPIRATION DATE.

Name                             

Address                             

Number of Copies Requested                             

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges and represents that it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of such New Notes; however, by so acknowledging and representing and by delivering such a prospectus the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired as a result of market-making activities or other trading activities. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Old Notes described above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered hereby and any and all Notes or other securities issued, paid or distributed or issuable, payable or distributable in respect of such Notes on or after             , 2016.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent, attorney-in-fact and proxy with respect to Old Notes tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), among other things, to cause the Old Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants (a) that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes, (b) that when such Old Notes are accepted for exchange, the Issuer will acquire good and unencumbered title to such notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim and such Old Notes will not have been transferred to the Issuer in violation of any contractual or other restriction on the transfer thereof, (c) that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (d) that neither the Holder of such Old Notes nor any such other person is participating in, intends to participate in, or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Old Notes or New Notes, (e) that neither the Holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer and (f) that neither the Holder of such Old Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that the Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Issuer within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as made in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Old Notes) with the Prospectus. The Prospectus may be used by certain broker-dealers (as specified in the Registration Rights Agreement with respect to the Old Notes referenced in the Prospectus) (“Participating Broker-Dealers”) for a period

4

of time, starting on the Expiration Date and ending on the close of business 90 days after the Expiration Date in connection with the sale or transfer of such New Notes. The Issuer has agreed that, for such period of time, it will make the Prospectus available to such a broker-dealer which elects to exchange Old Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By tendering in the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Issuer prior to using the Prospectus in connection with the sale or transfer of New Notes and agrees that, upon receipt of notice from the Issuer of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any changes in the Prospectus in order to make the statements therein (in the light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and such broker-dealer has obtained a copy of such amended or supplemented Prospectus or (ii) such broker-dealer is advised in writing by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that would receive New Notes for its own account for its Old Notes, where such Old Notes were not acquired as a result of market-making activities or other trading activities, will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby.

All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

Tenders of Old Notes made pursuant to the Exchange Offer are irrevocable, except that Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. See information described in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

The undersigned understands that tender of Old Notes pursuant to any of the procedures described in the “Procedures for Tendering” section of the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions set forth in the Prospectus, including the undersigned’s representation that the undersigned owns the Old Notes being tendered. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

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THE UNDERSIGNED BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

                    , 2016

                    , 2016

SIGNATURE(S) OF OWNER)

Area Code and Telephone Number  

Dated:                     , 2016

If a Holder is tendering an Old Note, this Letter must be signed by the registered Holder(s) exactly as the name(s) appear(s) on the certificate(s) for the Old Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4.

Name(s):  

(Please Print or Type)

Capacity (full title):  

Address:  

Zip Code

Area Code and Telephone Number:  

Tax Identification or Social Security Number:  

GUARANTEE OF SIGNATURE(S)

(IF REQUIRED BY INSTRUCTION 4)

SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION
	(Authorized Signatures)

Name:  

(Please Print or Type)

Capacity (full title):  

Name of Firm:  

Address:  

Zip Code

Area Code and Telephone Number:  

Dated:   2016

(PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN. SEE INSTRUCTION 8.)

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SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue: New Notes and/or Old Notes to:
Name(s):
	(PLEASE TYPE OR PRINT)
	(PLEASE TYPE OR PRINT)
Address:
(ZIP CODE)
	(Tax Identification or Social Security No.)   (See IRS Form W-9 Included Herein)
¨    Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Facility account set forth below:

    (BOOK-ENTRY TRANSFER FACILITY

  ACCOUNT NUMBER(S) IF APPLICABLE)

SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled “Description of Old Notes” on this Letter above. Mail: New Notes and/or Old Notes to:
Name(s):
	(PLEASE TYPE OR PRINT)
	(PLEASE TYPE OR PRINT)
Address:
(ZIP CODE)
	(Tax Identification or Social Security No.)   (See IRS Form W-9 Included Herein)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY ANDALL OUTSTANDING 5.875% SENIOR SECURED NOTES DUE 2022 OF TRIBUNE MEDIA COMPANY, ISSUED ON JUNE 24, 2015, FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 5.875% SENIOR SECURED NOTES DUE 2022, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures. This Letter is to be completed by Holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering” section of the Prospectus and an Agent’s Message is not delivered. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation (as defined below), as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the applicable Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which message states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Old Notes which are the subject of the Book-Entry Confirmation that such participant has received and agrees to be bound by the Letter and that the Issuer may enforce the Letter against such participant. “Book-Entry Confirmation” means a timely confirmation of book-entry transfer of Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility.

Holders whose certificates are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date or who cannot complete the procedure for book-entry transfer prior to 5:00 P.M., New York City time, on the Expiration Date may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuer (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Old Notes and the aggregate amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically-tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically-tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF OLD NOTES ARE SENT BY MAIL, IT IS RECOMMENDED THAT THE MAILING BE BY REGISTERED OR CERTIFIED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

THE ISSUER WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT’S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

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2. Inadequate Space. If the space provided in the box captioned “Description of Notes Tendered” above is inadequate, the certificate number(s) and/or the principal amount of Notes and any other required information should be listed on a separate signed schedule and such schedule should be attached to this Letter.

3. Partial Tenders (Not Applicable to Noteholders Who Tender by Book-Entry Transfer). If fewer than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box entitled “Description of Old Notes — Principal Amount of Notes Tendered.” A reissued certificate or book-entry representing the balance of nontendered Old Notes will be sent to such tendering Holder(s), unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

4. Signatures on this Letter; Bond Powers and Endorsements. If this Letter is signed by the registered Holder(s) of the Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter.

If any of the Old Notes are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate Letters (or facsimiles thereof or Agent’s Messages in lieu thereof) as there are different registrations of certificates.

If this Letter is signed by the registered Holder(s) of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered Holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below).

If this Letter is signed by a person other than the registered Holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder(s) appear(s) on the certificate(s) and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Issuer of such persons’ authority to so act, unless such submission is waived by the Issuer.

ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP), THE STOCK EXCHANGE MEDALLION PROGRAM (SEMP) AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (MSP), OR ANY OTHER “ELIGIBLE GUARANTOR INSTITUTION” (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN “ELIGIBLE INSTITUTION”).

SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER

9

FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

5. Special Issuance and Delivery Instructions. Tendering Holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

6. Transfer Taxes. Except as otherwise provided in this Instruction 6, the Issuer will pay any transfer taxes with respect to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes or substitute Old Notes not exchanged are to be delivered to or registered or issued in the name of, any person other than the registered Holder(s) of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person(s) signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Issuer or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder(s) or any other person) payable on account of the transfer to such person will be payable by the Holder(s) tendering hereby. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s).

7. Waiver of Conditions. The Issuer reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. Taxpayer Identification Number; Backup Withholding; IRS Form W-9. U.S. federal income tax laws generally require that a tendering Holder provides the Exchange Agent with such Holder’s correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, Request for Taxpayer Identification Number and Certification, below (the “IRS Form W-9”), which in the case of a Holder who is an individual, is his or her social security number. If the tendering Holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, failure to provide the Exchange Agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the tendering Holder pursuant to the Exchange Offer at a current rate of 28%. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS.

Exempt Holders of the Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the enclosed Instructions for the Requester of Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering Holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying, under penalties of perjury, that such Holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) such Holder is exempt from backup withholding, or (ii) such Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified such Holder that such Holder is no longer subject to backup withholding. If the Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, write “Applied For” in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing “Applied For” on the IRS Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If

10

such Holder does not provide its TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Exchange Agent.

A tendering Holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at the address on the face of this Letter of Transmittal.

FAILURE TO COMPLETE IRS FORM W-9, IRS FORM W-8BEN OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

9. Mutilated, Lost, Destroyed or Stolen Certificates. Any Holder whose certificate(s) representing Old Notes have been mutilated, lost, destroyed or stolen should promptly notify the Exchange Agent at the address included herein or at (312) 994-9300 for further instructions. This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen certificate(s) have been followed.

10. Withdrawal Rights. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the Expiration Date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent at the address set forth above prior to 5:00 P.M., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person who tendered the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn, including the aggregate principal amount of such Old Notes or, in the case of Notes transferred by book-entry transfer, specify the number of the account at the Book-Entry Transfer Facility from which the Old Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility; (iii) contain a statement that such Holder is withdrawing its election to have such Old Notes exchanged; (iv) specify the name in which such Old Notes are registered, if different from that of the person who tendered the Old Notes.

All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Issuer, whose determination shall be final and binding on all parties.

Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 P.M., New York City time, on the Expiration Date with respect to such Old Notes.

Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering Holder thereof without cost to such Holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in “The Exchange Offer — Book-Entry Transfer” section of the Prospectus, such Old Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Old Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offer.

11. Requests For Assistance and Additional Copies. Questions and requests for assistance regarding this Letter, as well as requests for additional copies of the Prospectus, this Letter, Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instruction 6)

Form      W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS.

Print or type See Specific Instructions on page 2.	1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
	2 Business name/disregarded entity name, if different from above
	3 Check appropriate box for federal tax classification; check only one of the following seven boxes:										4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any)                 Exemption from FATCA reporting code (if any)                                        (Applies to accounts maintained outside the U.S.)
	¨	lndividual/sole proprietor or single-member LLC	¨	C Corporation	¨	S Corporation	¨	Partnership	¨	Trust/estate
	¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)  u                    Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box In the line above for the tax classification of the single-member owner. ¨ Other (see instructions)  u
	5 Address (number, street, and apt. or suite no.)							Requester’s name and address (optional)
	6 City, state, and ZIP code
	7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.
	Social security number
			–	–
	or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign
Here Signature of
U.S. person  ^u Date  ^u

General instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. parson. For federal tax purposes, you are considered a U.S. person if you are;

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of nat income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the term of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating your information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. parson, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014) Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for...	THEN the payment is exempt for...
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding; medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form If you are uncertain If the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701 (a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1 (c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number. This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer Identification number (ITIN). Enter It In the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from Its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately, To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign end date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items I, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). in the case of a disregarded entity, the person identified on line 1 must sign. Exempt payee, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What name and number to give the requester

For this type of account:	Give name and SSN of:
1.     Individual	The individual
2.     Two or more individuals (Joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.     Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.     a. The usual revocable savings trust (grantor is also trustee) b.So-called trust account that is not a legal or valid trust under state law	The grantor-trustee1 The actual owner1
5.     Sole proprietorship or disregarded entity owned by an individual	The owner3
6.     Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:	Give name and EIN of:
7.     Disregarded entity not owned by an individual	The owner
8.     A valid trust, estate, or pension trust	Legal entity4
9.     Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.   Association, club, religious, charitable, educational, or other tax­exempt organization	The organization
11.   Partnership or multi-member LLC	The partnership
12.   A broker or registered nominee	The broker or nominee
13.   Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.   Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²  Circle the minor’s name and furnish the minor’s SSN.

³  You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure your tax records from identity theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about Identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Instructions for the Requester of Form W-9 (Rev. December 2014)   Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service

Section references are to the Internal Revenue Code unless otherwise noted.

Future Developments

For the latest developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/w9.

Reminders

Foreign Account Tax Compliance Act (FATCA). FATCA requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Form W-9 and the Instructions for the Requester of Form W-9 have an Exemptions box on the front of the form that includes entry for the Exempt payee code (if any) and Exemption from FATCA Reporting Code (if any). The references for the appropriate codes are in the Exemptions section of Form W-9, and in the Payees Exempt from Backup Withholding and Payees and Account Holders Exempt From FATCA Reporting sections of these instructions.

The Certification section in Part II of Form W-9 includes certification relating to FATCA reporting.

Payment card and third party network transactions. References to payments made in settlement of payment card and third party network transactions are included in the Purpose of Form section of Form W-9. For more information, see the Instructions for Form 1099-K, Payment Card and Third Party Network Transactions on IRS.gov. Also, visit www.irs.gov/1099k.

Backup withholding rate.  The backup withholding rate is 28% for reportable payments.

TIN matching e-services.  The IRS website offers TIN Matching e-services for certain payers to validate name and TIN combinations. See Taxpayer Identification Number (TIN) Matching on page 4.

How Do I Know When To Use Form W-9?

Use Form W-9 to request the taxpayer identification number (TIN) of a U.S. person (including a resident alien) and to request certain certifications and claims for exemption.

(See Purpose of Form on Form W-9.) Withholding agents may require signed Forms W-9 from U.S. exempt recipients to overcome a presumption of foreign status. For federal purposes, a U.S. person includes but is not limited to:

•  An individual who is a U.S. citizen or U.S. resident alien,

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•  Any estate (other than a foreign estate), or

•  A domestic trust (as defined in Regulations section 301.7701-7).

A partnership may require a signed Form W-9 from its U.S. partners to overcome a presumption of foreign status and to avoid withholding on the partner’s allocable share of the partnership’s effectively connected income. For more information, see Regulations section 1.1446-1.

Advise foreign persons to use the appropriate Form W-8 or Form 8233, Exemption From Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual. See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities, for more information and a list of the W-8 forms.

Also, a nonresident alien individual may, under certain circumstances, claim treaty benefits on scholarships and fellowship grant income. See Pub. 515 or Pub. 519, U.S. Tax Guide for Aliens, for more information.

Electronic Submission of Forms W-9

Requesters may establish a system for payees and payees’ agents to submit Forms W-9 electronically, including by fax. A requester is anyone required to file an information return. A payee is anyone required to provide a taxpayer identification number (TIN) to the requester.

Payee’s agent.  A payee’s agent can be an investment advisor (corporation, partnership, or individual) or an introducing broker. An investment advisor must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940. The introducing broker is a broker-dealer that is regulated by the SEC and the National Association of Securities Dealers, Inc., and that is not a payer. Except for a broker who acts as a payee’s agent for “readily tradable instruments,” the advisor or broker must show in

Dec 15, 2014 Cat. No. 20479P

writing to the payer that the payee authorized the advisor or broker to transmit the Form W-9 to the payer.

Electronic system.  Generally, the electronic system must:

•  Ensure the information received is the information sent, and document all occasions of user access that result in the submission;

•  Make reasonably certain that the person accessing the system and submitting the form is the person identified on Form W-9, the investment advisor, or the introducing broker;

•  Provide the same information as the paper Form W-9;

•  Be able to supply a hard copy of the electronic Form W-9 if the Internal Revenue Service requests it; and

•  Require as the final entry in the submission an electronic signature by the payee whose name is on Form W-9 that authenticates and verifies the submission. The electronic signature must be under penalties of perjury and the perjury statement must contain the language of the paper Form W-9.

For Forms W-9 that are not required to be signed, the electronic system need not provide for an electronic signature or a perjury statement.

For more details, see the following.

•  Announcement 98-27, which is on page 30 of Internal Revenue Bulletin 1998-15 at www.irs.gov/pub/irs-irbs/irb98-15.pdf.

•  Announcement 2001-91, which is on page 221 of Internal Revenue Bulletin 2001-36 at www.irs.gov/pub/irs-irbs/irb01-36.pdf.

Individual Taxpayer Identification Number (ITIN)

Form W-9 (or an acceptable substitute) is used by persons required to file information returns with the IRS to get the payee’s (or other person’s) correct name and TIN. For individuals, the TIN is generally a social security number (SSN).

However, in some cases, individuals who become U.S. resident aliens for tax purposes are not eligible to obtain an SSN. This includes certain resident aliens who must receive information returns but who cannot obtain an SSN.

These individuals must apply for an ITIN on Form W-7, Application for IRS Individual Taxpayer Identification Number, unless they have an application pending for an SSN. Individuals who have an ITIN must provide it on Form W-9.

Substitute Form W-9

You may develop and use your own Form W-9 (a substitute Form W-9) if its content is substantially similar to the official IRS Form W-9 and it satisfies certain certification requirements.

You may incorporate a substitute Form W-9 into other business forms you customarily use, such as account signature cards. However, the certifications on the substitute Form W-9

must clearly state (as shown on the official Form W-9) that under penalties of perjury:

1.  The payee’s TIN is correct,

2.  The payee is not subject to backup withholding due to failure to report interest and dividend income,

3.  The payee is a U.S. person, and

4.  The FATCA code entered on this form (if any) indicating that the payee is exempt from FATCA reporting is correct.

You may provide certification instructions on a substitute Form W-9 in a manner similar to the official form. If you are not collecting a FATCA exemption code by omitting that field from the substitute Form W-9 (see Payees and Account Holders Exempt From FATCA Reporting, later), you may notify the payee that item 4 does not apply.

You may not:

1.  Use a substitute Form W-9 that requires the payee, by signing, to agree to provisions unrelated to the required certifications, or

2.  Imply that a payee may be subject to backup withholding unless the payee agrees to provisions on the substitute form that are unrelated to the required certifications.

A substitute Form W-9 that contains a separate signature line just for the certifications satisfies the requirement that the certifications be clearly stated.

If a single signature line is used for the required certifications and other provisions, the certifications must be highlighted, boxed, printed in bold-face type, or presented in some other manner that causes the language to stand out from all other information contained on the substitute form. Additionally, the following statement must be presented to stand out in the same manner as described above and must appear immediately above the single signature line:

“The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.”

If you use a substitute form, you are required to provide the Form W-9 instructions to the payee only if he or she requests them. However, if the IRS has notified the payee that backup withholding applies, then you must instruct the payee to strike out the language in the certification that relates to underreporting. This instruction can be given orally or in writing. See item 2 of the Certification on Form W-9. You can replace “defined below” with “defined in the instructions” in item 3 of the Certification on Form W-9 when the instructions will not be provided to the payee except upon request. For more information, see Rev. Proc. 83-89,1983-2 C.B. 613; amplified by Rev. Proc. 96-26, which is on page 22 of Internal Revenue Bulletin 1996-8 at www.irs.gov/pub/irs-irbs/irb96-08.pdf.

-2- Instr. for Req. of Form W-9 (Rev.  12-2014)

TIN Applied for

For interest and dividend payments and certain payments with respect to readily tradable instruments, the payee may return a properly completed, signed Form W-9 to you with “Applied For” written in Part I. This is an “awaiting-TIN” certificate. The payee has 60 calendar days, from the date you receive this certificate, to provide a TIN. If you do not receive the payee’s TIN at that time, you must begin backup withholding on payments.

Reserve rule. You must backup withhold on any reportable payments made during the 60-day period if a payee withdraws more than $500 at one time, unless the payee reserves an amount equal to the current year’s backup withholding rate on all reportable payments made to the account.

Alternative rule.  You may also elect to backup withhold during this 60-day period, after a 7-day grace period, under one of the two alternative rules discussed below.

Option 1.  Backup withhold on any reportable payments if the payee makes a withdrawal from the account after the close of 7 business days after you receive the awaiting-TIN certificate. Treat as reportable payments all cash withdrawals in an amount up to the reportable payments made from the day after you receive the awaiting-TIN certificate to the day of withdrawal.

Option 2.  Backup withhold on any reportable payments made to the payee’s account, regardless of whether the payee makes any withdrawals, beginning no later than 7 business days after you receive the awaiting-TIN certificate.

	The 60-day exemption from backup withholding does not apply to any payment other than interest, dividends, and certain payments relating
to readily tradable instruments. Any other reportable payment, such as nonemployee compensation, is subject to backup withholding immediately, even if the payee has applied for and is awaiting a TIN.

Even if the payee gives you an awaiting-TIN certificate, you must backup withhold on reportable interest and dividend payments if the payee does not certify, under penalties of perjury, that the payee is not subject to backup withholding.

If you do not collect backup withholding from affected payees as required, you may become liable for any uncollected amount.

Payees Exempt From Backup Withholding

The following payees are exempt from backup withholding with respect to the payments below, and should enter the corresponding exempt payee code on Form W-9. If a payee is not exempt, you are required to backup withhold on reportable

payments if the payee does not provide a TIN in the manner required or sign the certification, if required.

1.  An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

2.  The United States or any of its agencies or instrumentalities;

3.  A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities;

4.  A foreign government or any of its political subdivisions, agencies, or instrumentalities; or

5.  A corporation;

6.  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession;

7.  A futures commission merchant registered with the Commodity Futures Trading Commission;

8.  A real estate investment trust;

9.  An entity registered at all times during the tax year under the Investment Company Act of 1940;

10. A common trust fund operated by a bank under section 584(a);

11. A financial institution;

12. A middleman known in the investment community as a nominee or custodian; or

13. A trust exempt from tax under section 664 or described in section 4947.

The following types of payments are exempt from backup withholding as indicated for payees listed in 1 through 13, above.

Interest and dividend payments.  All listed payees are exempt except the payee in item 7.

Broker transactions.  All payees listed in items 1 through 4 and 6 through 11 are exempt. Also, C corporations are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt.

Barter exchange transactions and patronage dividends.  Only payees listed in items 1 through 4 are exempt.

Payments reportable under sections 6041 and 6041A.  Payees listed in items 1 through 5 are generally exempt.

However, the following payments made to a corporation and reportable on Form 1099-MISC, Miscellaneous Income, are not exempt from backup withholding.

•  Medical and health care payments.

•  Attorneys’ fees (also gross proceeds paid to an attorney, reportable under section 6045(f)).

Instr. for Req. of Form W-9 (Rev. 12-2014) -3-

•  Payments for services paid by a federal executive agency. (See Rev. Rul. 2003-66, which is on page 1115 of Intenal Revenue Bulletin 2003-26 at www.irs.gov/pub/irs-irbs/irb03-26.pdf.)

Payments made in settlement of payment card or third party network transactions.  Only payees listed in items 1 through 4 are exempt.

Payments Exempt From Backup Withholding

Payments that are not subject to information reporting also are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, 6050N, and 6050W and their regulations. The following payments are generally exempt from backup withholding.

Dividends and patronage dividends

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) distributions made by an ESOP.

Interest payments

•  Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN.

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds undersection 1451.

•  Payments made by certain foreign organizations.

•  Mortgage or student loan interest paid to you.

Other types of payment

•  Wages.

•  Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, an owner-employee plan, or other deferred compensation plan.

•  Distributions from a medical or health savings account and long-term care benefits.

•  Certain surrenders of life insurance contracts.

•  Distribution from qualified tuition programs or Coverdell ESAs.

•  Gambling winnings if regular gambling winnings withholding is required under section 3402(q). However, if regular gambling winnings withholding is not required under section 3402(q), backup withholding applies if the payee fails to furnish a TIN.

•  Real estate transactions reportable under section 6045(e).

•  Cancelled debts reportable under section 6050P.

•  Fish purchases for cash reportable under section 6050R.

Payees and Account Holders Exempt From FATCA Reporting

Reporting under chapter 4 (FATCA) with respect to U.S. persons generally applies only to foreign financial institutions (FFI) (including a branch of a U.S. financial institution that is treated as an FFI under an applicable intergovernmental agreement (IGA)). Thus, for example, a U.S. financial institution maintaining an account in the United States does not need to collect an exemption code for FATCA reporting. If you are providing a Form W-9, you may pre-populate the FATCA exemption code with “Not Applicable,” “N/A,” or a similar indication that an exemption from FATCA reporting does not apply. Any payee that provides such a form, however, cannot be treated as exempt from FATCA reporting. For details on the FATCA reporting requirements, including specific information regarding which financial institutions are required to report, see sections 1471 to 1474 and related regulations. See Regulations section 1.1471-3(d)(2) for when an FFI may rely on documentary evidence to treat a U.S. person as other than a specified U.S. person and see Regulations section 1.1471-3(f)(3) for when an FFI may presume a U.S. person as other than a specified U.S. person.

If you receive a Form W-9 with a FATCA exemption code and you know or have reason to know the person is a specified U.S. person, you may not rely on the Form W-9 to treat the person as exempt from FATCA reporting. However, you may still rely on an otherwise completed Form W-9 to treat a person as a specified U.S. person. An exemption from FATCA reporting (or lack thereof) does not affect backup withholding as described earlier in these instructions. The following are not specified U.S. persons and are thus exempt from FATCA reporting:

A.  An organization exempt from tax under section 501(a), or any individual retirement plan as defined in section 7701(a)(37);

B.  The United States or any of its agencies or instrumentalities;

C.  A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities;

D.  A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg, section 1.1472-1(c)(1)(i);

E.  A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i);

F.  A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State;

G.  A real estate investment trust;

-4- Instr. for Req. of Form W-9 (Rev.  12-2014)

H.  A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940;

I.  A common trust fund as defined in section 584(a);

J.  A bank as defined in section 581;

K.  A broker;

L.  A trust exempt from tax under section 664 or described in section 4947; or

M.  A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Joint Foreign Payees

If the first payee listed on an account gives you a Form W-8 or a similar statement signed under penalties of perjury, backup withholding applies unless:

1.  Every joint payee provides the statement regarding foreign status, or

2.  Any one of the joint payees who has not established foreign status gives you a TIN.

If any one of the joint payees who has not established foreign status gives you a TIN, use that number for purposes of backup withholding and information reporting.

For more information on foreign payees, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Names and TINs To Use for Information Reporting

Show the full name and address as provided on Form W-9 on the information return filed with the IRS and on the copy furnished to the payee. If you made payments to more than one payee or the account is in more than one name, enter on the

first name line of the information return only the name of the payee whose TIN is shown on Form W-9. You may show the names of any other individual payees in the area below the first name line on the information return. Forms W-9 showing an ITIN must have the name exactly as shown on line 1a of the Form W-7 application.

For more information on the names and TINs to use for information reporting, see section J of the General Instructions for Certain Information Returns.

Notices From the IRS

The IRS will send you a notice if the payee’s name and TIN on the information return you filed do not match the IRS’s records. (See Taxpayer Identification Number (TIN) Matching.) You may have to send a “B” notice to the payee to solicit another TIN. Pub. 1281, Backup Withholding for Missing and Incorrect Name/TIN(s), contains copies of the two types of “B” notices.

Taxpayer Identification Number (TIN) Matching

TIN Matching allows a payer or authorized agent who is required to file Forms 1099-B, DIV, INT, K, MISC, OID, and/or PATR to match TIN and name combinations with IRS records before submitting the forms to the IRS. TIN Matching is one of the e-services products that is offered and is accessible through the IRS website. Go to IRS.gov and enter e-services in the search box. It is anticipated that payers who validate the TIN and name combinations before filing information returns will receive fewer backup withholding (CP2100) notices and penalty notices.

Additional Information

For more information on backup withholding, see Pub. 1281.

Instr. for Req. of Form W-9 (Rev. 12-2014)

-5-

Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth below. Additional copies of the Prospectus, this Letter or other materials related to the Exchange Offer may be obtained from the Exchange Agent or from brokers, dealers, commercial banks or trust companies.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By registered or certified mail, hand delivery or overnight courier:	By facsimile: (732) 667-9408 Attention: Dacia Brown-Jones	By information call: (315) 414-3349
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations – Reorganization Unit 111 Sander Creek Parkway East Syracuse, NY 13057 Attention: Dacia Brown-Jones

-6-

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

TRIBUNE MEDIA COMPANY

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 5.875% SENIOR

NOTES DUE 2022,

ISSUED ON JUNE 24, 2015 FOR AN EQUAL PRINCIPAL AMOUNT OF ITS

5.875% SENIOR NOTES DUE 2022, WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS

DATED             , 2016

(Not to be used for signature guarantees)

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON             , 2016, UNLESS EXTENDED.

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer made by Tribune Media Company, a Delaware corporation (the “Issuer”), pursuant to the Prospectus dated             , 2016 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), if certificates for the outstanding 5.875% Senior Notes due 2022 (the “Old Notes” and the certificates representing such Old Notes, the “Certificates”) are not immediately available or time will not permit the Certificates and all required documents to reach The Bank of New York Mellon Trust Company, N.A., as exchange agent (the “Exchange Agent”), prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in the Prospectus) or if the procedures for delivery by book-entry transfer, as set forth in the Prospectus, cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the Exchange Agent. See “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Old Notes (the “Letter of Transmittal”) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By registered or certified mail, hand delivery or overnight courier:	By facsimile: (732) 667-9408 Attention: Dacia Brown-Jones	By information call: (315) 414-3349
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations – Reorganization Unit 111 Sander Creek Parkway East Syracuse, NY 13057 Attention: Dacia Brown-Jones

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE LETTER OF TRANSMITTAL) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

THE GUARANTEE BELOW MUST BE COMPLETED.

2

Ladies and Gentlemen:

The undersigned hereby tenders to the Issuer, in accordance with the terms and subject to the conditions set forth in the Prospectus, and in the related Letter of Transmittal (which, together with the Prospectus, as each may be amended, supplemented or modified from time to time, collectively constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.

(Please type or print)

Certificate Numbers of Old Notes (If Available): 

OR

Account Number(s) at Book-Entry Transfer Facility: 

Aggregate Principal Amount Represented: 

        5.875% Senior Notes due 2022: 

Name(s) of Record Holder(s): 

Address(es): 

Daytime Area Code and Tel. No: 

Signature(s): 

Dated: 

¨       Check here if Old Notes will be tendered by book-entry transfer.

3

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

The undersigned, a firm or other entity identified in Rule l7Ad-15 under the Securities Exchange Act of 1934 (“Exchange Act”), as an “Eligible Guarantor Institution,” which definition includes: (i) banks (as that term is defined in Section 3(a) of the Federal Deposit Insurance Act); (ii) brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, and government securities brokers, as those terms are defined under the Act; (iii) credit unions (as that term is defined in Section 19(b)(1)(A) of the Federal Reserve Act); (iv) national securities exchanges, registered securities associations, and clearing agencies, as those terms are used under the Act; and (v) savings associations (as that term is defined in Section 3(b) of the Federal Deposit Insurance Act), hereby guarantees that the Certificates representing the principal amount of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of this.

The Eligible Guarantor Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver either, (i) in the case of Old Notes held in book-entry form, by book-entry transfer into the account of the Exchange Agent at DTC, together with an agent’s message, and any required signature guarantees and other required documents, or (ii) in the case of Old Notes represented by Certificates, by delivering the Letter of Transmittal and Certificates to the Exchange Agent within the time period indicated herein, and any required signature guarantees and other required documents, in either case, within the time period set forth above. Failure to do so may result in financial loss to such Eligible Guarantor Institution.

Name of Firm:

Authorized Signature

Name:

(Please Print or Type)

Title: 

Address:  Zip Code

Area Code and Tel No.: 

Dated: 

NOTE:    DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE. CERTIFICATES FOR OLD NOTES SHOULD BE SENT ONLY TO THE EXCHANGE AGENT WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

4

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery Of This Notice Of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder(s) (as defined in the Letter of Transmittal) and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, it is recommended that the mailing be by registered or certified mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

2. Signatures Of This Notice Of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered Holder(s) of the Old Notes referred to herein, the signature(s) must correspond with the name(s) as written on the face of the Old Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Old Notes, the signature must correspond with the name shown on the security position listing as the owner of the Old Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Old Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered Holder(s) appear(s) on the Old Notes or signed as the name of the participant shown on the Book-Entry Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3. Requests For Assistance Or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

5

EX-99.3

Exhibit 99.3

TRIBUNE MEDIA COMPANY

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 5.875% SENIOR

NOTES DUE 2022,

ISSUED ON JUNE 24, 2015 FOR AN EQUAL PRINCIPAL AMOUNT OF ITS

5.875% SENIOR NOTES DUE 2022, WHICH HAVE BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS

DATED             , 2016

To Our Clients:

Enclosed for your consideration is a Prospectus, dated             , 2016 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Tribune Media Company, a Delaware corporation (the “Issuer”) to exchange its 5.875% Senior Notes due 2022 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended, for its 5.875% Senior Notes due 2022 (the “Old Notes”), issued on June 24, 2015, upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Issuer contained in the Exchange and Registration Rights Agreement, dated June 24, 2015, relating to the Old Notes, by and among the Issuer and the initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City time, on             , 2016, unless extended by the Issuer (such time and date as to the Exchange Offer, as the same may be extended, the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Old Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions.”

3. Any transfer taxes incident to the transfer of Old Notes from the holder to the Issuers will be paid by the Issuer, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 P.M., New York City time, on             , 2016, unless extended by the Issuer.

If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Tribune Media Company with respect to the Old Notes.

This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The aggregate principal amount of Old Notes held by you for the account of the undersigned is (fill in amounts, as applicable):

$             of 5.875% Senior Notes due 2022.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER $             of Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered (if any)).

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Old Notes or New Notes, (iii) neither the undersigned nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of any Issuer, and (iv) neither the undersigned nor any such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Dated:                                           , 2016

Signature(s): 

Print name(s) here: 

Print Address(es): 

Area Code and Telephone Number(s): 

Tax Identification or Social Security Number(s): 

None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Old Notes held by us for your account.

2

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Document and Entity Information Document - USD ($)	12 Months Ended
	Dec. 31, 2015	Feb. 15, 2016	Jun. 30, 2015
Entity Registrant Name	Tribune Media Company
Entity Central Index Key	0000726513
Document Type	S-4
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 4,347,656,884
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Common Class A
Entity Common Stock, Shares Outstanding		92,409,493
Common Class B
Entity Common Stock, Shares Outstanding		5,605

XML

Consolidated Statements of Operations - USD ($) $ in Thousands			12 Months Ended
		Dec. 31, 2012	Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
Operating Revenues
Total operating revenues	[1]		$ 2,010,460		$ 1,949,359		$ 1,147,240
Operating Expenses
Selling, general and administrative			647,600		584,274		312,147
Depreciation	[2]		74,289		70,187		41,187
Amortization	[2]		195,230		218,287		114,717
Impairment of goodwill and other intangible assets (Note 8)			385,000
Total operating expenses			2,273,149		1,648,177		948,200
Total operating profit (loss)	[1],[3]		(262,689)		301,182		199,040
Income on equity investments, net			146,959		236,713		145,241
Interest and dividend income			829		1,368		413
Interest expense			(164,430)		(157,866)		(39,134)
Loss on extinguishment of debt			(37,040)
Gain on investment transactions, net			12,173	[4]	372,485	[4]	150
Other non-operating gain (loss), net	[4]		8,140		(4,804)
Reorganization items, net	[5]		(1,537)		(7,268)
Income (Loss) from Continuing Operations Before Income Taxes			(297,595)		741,810		258,907
Income tax expense			22,323		278,699		95,965
(Loss) Income from Continuing Operations			(319,918)		463,111		162,942
Income (Loss) from discontinued operations, net of taxes			0		13,552		78,613
Net (Loss) Income			$ (319,918)		$ 476,663		$ 241,555
Earnings Per Share [Abstract]
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share)			$ (3.38)		$ 4.63
Discontinued Operations			0.00		0.13
Net income (loss) attributable to common shareholders			(3.38)		4.76		$ 2.42
Continuing Operations			(3.38)		4.62
Discontinued Operations			0.00		0.13
Net income (loss) attributable to common shareholders			(3.38)		$ 4.75		$ 2.41
Regular Cash Dividend
Earnings Per Share [Abstract]
Common Stock, Dividends, Per Share, Declared			0.75
Special Cash Dividend
Earnings Per Share [Abstract]
Common Stock, Dividends, Per Share, Declared			$ 6.73
Successor
Operating Revenues
Advertising			$ 1,300,313		$ 1,339,634		$ 815,333
Retransmission consent and carriage fees			368,484		286,380		103,381
Other Television and Entertainment Revenue			80,838		99,627		102,872
Television and Entertainment			1,749,635		1,725,641		1,021,586
Digital and Data			211,527		168,926		72,055
Other			49,298		54,792		53,599
Total operating revenues			2,010,460		1,949,359		1,147,240
Operating Expenses
Programming			535,799		354,666		254,225
Direct operating expenses			435,231		420,763		225,924
Selling, general and administrative			647,600		584,274		311,447
Depreciation			74,289		70,187		41,187
Amortization			195,230		218,287		114,717
Impairment of goodwill and other intangible assets (Note 8)			385,000		0		700
Total operating expenses			2,273,149		1,648,177		948,200
Total operating profit (loss)			(262,689)		301,182		199,040
Income on equity investments, net			146,959		236,713		145,241
Interest and dividend income			829		1,368		413
Interest expense			(164,430)		(157,866)		(39,134)
Loss on extinguishment of debt			(37,040)		0		(28,380)
Gain on investment transactions, net			12,173		372,485		150
Other non-operating gain (loss), net			8,140		(4,804)		(1,492)
Reorganization items, net			(1,537)		(7,268)		(16,931)
Income (Loss) from Continuing Operations Before Income Taxes			(297,595)		741,810		258,907
Income tax expense			22,323		278,699		95,965
(Loss) Income from Continuing Operations			(319,918)		463,111		162,942
Income (Loss) from discontinued operations, net of taxes			0		13,552	[6]	78,613
Net (Loss) Income			$ (319,918)		$ 476,663		$ 241,555
Earnings Per Share [Abstract]
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share)			$ (3.38)		$ 4.63		$ 1.63
Discontinued Operations			0.00		0.13		0.79
Net income (loss) attributable to common shareholders			(3.38)		4.76		2.42
Continuing Operations			(3.38)		4.62		1.62
Discontinued Operations			0.00		0.13		0.79
Net income (loss) attributable to common shareholders			(3.38)		4.75		2.41
Successor | Regular Cash Dividend
Earnings Per Share [Abstract]
Common Stock, Dividends, Per Share, Declared			0.75		0.00		0.00
Successor | Special Cash Dividend
Earnings Per Share [Abstract]
Common Stock, Dividends, Per Share, Declared			$ 6.73		$ 0.00		$ 0.00
Predecessor
Operating Revenues
Advertising		$ 0
Retransmission consent and carriage fees		0
Other Television and Entertainment Revenue		0
Television and Entertainment		0
Digital and Data		0
Other		0
Total operating revenues		0
Operating Expenses
Programming		0
Direct operating expenses		0
Selling, general and administrative		0
Depreciation		0
Amortization		0
Impairment of goodwill and other intangible assets (Note 8)		0
Total operating expenses		0
Total operating profit (loss)		0
Income on equity investments, net		0
Interest and dividend income		0
Interest expense		0
Loss on extinguishment of debt		0
Gain on investment transactions, net		0
Other non-operating gain (loss), net		0
Reorganization items, net		8,284,314
Income (Loss) from Continuing Operations Before Income Taxes		8,284,314
Income tax expense		1,070,189
(Loss) Income from Continuing Operations		7,214,125
Income (Loss) from discontinued operations, net of taxes		(103,901)
Net (Loss) Income		$ 7,110,224

[1] (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

[2] (3)Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively.

[3] (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

[4] See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

[5] See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

[6] Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013
Net (Loss) Income		$ (319,918)	$ 476,663		$ 241,555
Income (Loss) from discontinued operations, net of taxes		0	13,552		78,613
(Loss) Income from Continuing Operations		(319,918)	463,111		162,942
Comprehensive (Loss) Income		(344,393)	291,527		382,240
Successor
Net (Loss) Income		(319,918)	476,663		241,555
Income (Loss) from discontinued operations, net of taxes		0	13,552	[1]	78,613
(Loss) Income from Continuing Operations		(319,918)	463,111		162,942
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively		1,428	1,779		(58)
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes		(24,475)	(185,136)		140,685
Comprehensive (Loss) Income		(344,393)	291,527		382,240
Predecessor
Net (Loss) Income	$ 7,110,224
Income (Loss) from discontinued operations, net of taxes	(103,901)
(Loss) Income from Continuing Operations	7,214,125
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively	552
Comprehensive (Loss) Income	8,018,348
Continuing Operations | Successor
(Loss) Income from Continuing Operations		(319,918)	463,111		162,942
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(5,176), $(121,030), and $91,922 respectively		(8,032)	(187,720)		140,900
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(25), $(71) and $0 respectively		(36)	(110)		0
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $169,642		0	0		0
Change in unrecognized benefit plan gains and losses, net of taxes		(8,068)	(187,830)		140,900
Changes in unrealized holding (loss) gain arising during the period, net of taxes of $(2,133), $3,512 and $0, respectively		(3,308)	5,447		0
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively		(13,099)	(2,753)		89
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $(552)		0	0		0
Change in foreign currency translation adjustments, net of taxes		(13,099)	(2,753)		89
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes		(24,475)	(185,136)		140,989
Comprehensive (Loss) Income		(344,393)	277,975		303,931
Continuing Operations | Predecessor
(Loss) Income from Continuing Operations	7,214,125
Change in unrecognized benefit plan gains and losses arising during the period, net of taxes of $(5,176), $(121,030), and $91,922 respectively	0
Adjustment for previously unrecognized benefit plan gains and losses included in net income, net of taxes of $(25), $(71) and $0 respectively	0
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $169,642	934,661
Change in unrecognized benefit plan gains and losses, net of taxes	934,661
Changes in unrealized holding (loss) gain arising during the period, net of taxes of $(2,133), $3,512 and $0, respectively	0
Change in foreign currency translation adjustments, net of taxes of $(1,428), $(1,779), and $58, respectively	0
Fresh-start reporting adjustment included in net income to eliminate Predecessor’s accumulated other comprehensive income (loss), net of taxes of $(552)	2,846
Change in foreign currency translation adjustments, net of taxes	2,846
Other Comprehensive (Loss) Income from Continuing Operations, net of taxes	937,507
Comprehensive (Loss) Income	8,151,632
Discontinued Operations | Successor
Income (Loss) from discontinued operations, net of taxes		0	13,552		78,613
Comprehensive (Loss) Income		$ 0	$ 13,552		$ 78,309
Discontinued Operations | Predecessor
Income (Loss) from discontinued operations, net of taxes	(103,901)
Comprehensive (Loss) Income	$ (133,284)

[1] Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

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Consolidated Statements of Comprehensive Income Parenthetical - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Successor
Taxes on change in unrecognized benefit plan gains and losses arising during the period		$ (5,176)	$ (121,030)	$ 91,992
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax		(25)	(71)	0
Taxes on changes in unrealized holding gain arising during the period		(2,133)	3,512	0
Taxes on change in foreign currency translation adjustments		$ (1,428)	$ (1,779)	$ 58
Predecessor
Taxes on change in unrecognized benefit plan gains and losses arising during the period	$ 0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Tax	169,642
Taxes on changes in unrealized holding gain arising during the period	0
Taxes on change in foreign currency translation adjustments	$ (552)

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Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 28, 2014
Assets, Current [Abstract]
Cash and cash equivalents		$ 262,644	$ 1,455,183
Restricted cash and cash equivalents		17,595	17,600
Accounts receivable (net of allowances of $8,176 and $7,313)		466,628	440,722
Broadcast rights		160,240	147,423
Income taxes receivable		42,838	4,931
Deferred income taxes		0	29,675
Prepaid expenses		63,337	26,300
Other		8,663	38,989
Total current assets		1,021,945	2,160,823
Property, Plant and Equipment, Net [Abstract]
Machinery, equipment and furniture		289,619	240,507
Buildings and leasehold improvements		212,470	253,426
Property, Plant and Equipment, Gross		502,089	493,933
Accumulated depreciation		(160,801)	(102,841)
Property, Plant and Equipment, Net		341,288	391,092
Land		268,257	422,635
Construction in progress		48,312	36,870
Net properties		657,857	850,597
Broadcast rights		203,422	157,014
Goodwill		3,561,812	3,918,136
Other intangible assets, net		2,240,199	2,397,794
Assets held for sale	[1]	206,422	5,645
Investments		1,692,700	1,717,192
Other		174,178	189,254
Total other assets		8,078,733	8,385,035
Total Assets		9,758,535	11,396,455
Liabilities, Current [Abstract]
Accounts payable		60,394	77,295
Debt due within one year		26,479	4,088
Income taxes payable		3,458	252,570
Employee compensation and benefits		87,976	80,270
Contracts payable for broadcast rights		236,676	178,685
Deferred revenue		44,721	34,352
Interest payable		33,828	12,238
Other		53,885	44,682
Total current liabilities		547,417	684,180
Liabilities, Noncurrent [Abstract]
Long-term debt		3,452,544	3,490,897
Deferred income taxes		984,032	1,156,214
Contracts payable for broadcast rights		385,107	279,819
Contract intangible liability, net		13,772	34,425
Pension obligations, net		456,073	469,116
Postretirement medical, life and other benefits		16,092	21,456
Other obligations		71,776	64,917
Total non-current liabilities		5,379,396	5,516,844
Total Liabilities		$ 5,926,813	$ 6,201,024
Commitments and Contingencies
Stockholders' Equity Attributable to Parent [Abstract]
Preferred Stock, Value		$ 0	$ 0
Common Stock		100	98
Treasury stock, at cost: 7,670,216 shares at December 31, 2015 and 975,594 shares at December 28, 2014		(400,153)	(67,814)
Additional paid-in-capital		4,619,618	4,591,470
Retained (deficit) earnings		(322,351)	718,218
Accumulated other comprehensive loss		(71,016)	(46,541)
Total Tribune Media Company shareholders’ equity		3,826,198	5,195,431
Noncontrolling interests		5,524	0
Total shareholders’ equity		3,831,722	5,195,431
Total Liabilities and Shareholders’ Equity		9,758,535	11,396,455
Common Class A
Stockholders' Equity Attributable to Parent [Abstract]
Common Stock		100	96
Common Class B
Stockholders' Equity Attributable to Parent [Abstract]
Common Stock		$ 0	$ 2

[1] (6)See Note 7 for information regarding assets held for sale.

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Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Allowance for Doubtful Accounts	$ 8,176	$ 7,313
Preferred stock par value, per share	$ 0.001	$ 0.001
Preferred stock authorized for issuance, shares	40,000,000	40,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Treasury stock issued, shares	7,670,216	975,594
Common Class A
Common stock par value, per share	$ 0.001	$ 0.001
Common stock authorized for issuance, shares	1,000,000,000	1,000,000,000
Common stock issued, shares	100,015,546	95,708,401
Common Stock, Shares, Outstanding	92,345,330	94,732,807
Common Class B
Common stock par value, per share	$ 0.001	$ 0.001
Common stock authorized for issuance, shares	1,000,000,000	200,000,000
Common stock issued, shares	5,605	2,438,083
Common Stock, Shares, Outstanding	5,605	2,438,083

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Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands		Total	Common Class A	Common Class B	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income (Loss)	Predecessor Stock Purchase Warrants	Successor Additional Paid-In Capital	Treasury Stock	Noncontrolling Interest	Special Cash Dividend	Special Cash Dividend Retained Earnings (Deficit)	Regular Cash Dividend	Regular Cash Dividend Retained Earnings (Deficit)	Regular Cash Dividend Successor Additional Paid-In Capital
Beginning balance (Predecessor) at Dec. 30, 2012		$ (8,055,028)	$ 0	$ 0	$ (7,401,904)	$ (908,124)	$ 255,000	$ 0	$ 0	$ 0
Beginning balance, shares (Predecessor) at Dec. 30, 2012			0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (Loss) Income | Predecessor		8,018,348			7,110,224	908,124
Cancellation of Predecessor’s common shares held by ESOP, net of unearned compensation | Predecessor		36,680			36,680
Cancellation of Predecessor’s stock purchase warrants | Predecessor					255,000		(255,000)
Issuance of Successor common stock and stock purchase warrants | Successor		4,536,000	$ 79	$ 4				4,535,917
Issuance of Successor common stock and stock purchase warrants, shares | Successor			78,754,269	4,455,767
Net (Loss) Income | Predecessor		7,110,224
Ending balance, shares (Predecessor) at Dec. 31, 2012			0	0
Ending balance, shares (Successor) at Dec. 31, 2012			78,754,000	4,456,000
Ending balance, shares at Dec. 31, 2012			78,754,269	4,455,767
Ending balance (Predecessor) at Dec. 31, 2012		0	$ 0	$ 0	0	0	0	0	0	0
Ending balance (Successor) at Dec. 31, 2012		4,536,000	79	4	0	0	0	4,535,917	0	0
Beginning balance (Successor) at Dec. 29, 2013		4,925,561	$ 90	$ 3	241,555	140,685	0	4,543,228	0	0
Beginning balance, shares (Successor) at Dec. 29, 2013			89,934,000	3,186,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (Loss) Income | Successor		291,527
Comprehensive (Loss) Income		291,527
Net (Loss) Income | Successor		476,663			476,663
Net (Loss) Income		476,663
Other comprehensive income, net of taxes | Successor		185,136				185,136
Conversions of Class B Common Stock to Class A Common Stock | Successor			$ 1	$ (1)
Conversions of Class B Common Stock to Class A Common Stock, shares | Successor			772,000	(772,000)
Warrant exercises | Successor			$ 5					(5)
Warrant exercises, shares | Successor			4,850,000	24,000
Warrant exercises, shares			4,850,072	24,944
Stock-based compensation | Successor		27,835						27,835
Publishing Spin-off (Note 2) | Successor		19,347				(2,090)		21,437
Net share settlements of stock-based awards | Successor		(1,893)						(1,893)
Net share settlements of stock-based awards, shares | Successor			152,000
Excess tax benefits from stock-based awards | Successor		868						868
Common stock repurchases | Successor		(67,814)							(67,814)
Common stock repurchases		(68,000)
Ending balance, shares (Successor) at Dec. 28, 2014			95,708,000	2,438,000
Ending balance, shares at Dec. 28, 2014			95,708,401	2,438,083
Ending balance (Successor) at Dec. 28, 2014		5,195,431	$ 96	$ 2	718,218	(46,541)	0	4,591,470	(67,814)	0
Ending balance at Dec. 28, 2014		5,195,431
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Comprehensive (Loss) Income | Successor		(344,393)
Comprehensive (Loss) Income		(344,393)
Net (Loss) Income | Successor		(319,918)			(319,918)
Net (Loss) Income		(319,918)
Other comprehensive income, net of taxes | Successor		24,475				24,475
Conversions of Class B Common Stock to Class A Common Stock | Successor			$ 2	$ (2)
Conversions of Class B Common Stock to Class A Common Stock, shares | Successor			2,432,000	(2,432,000)
Warrant exercises | Successor			$ 2					(2)
Warrant exercises, shares | Successor			1,719,000
Warrant exercises, shares			1,718,645	0
Stock-based compensation | Successor		32,547						32,547
Net share settlements of stock-based awards | Successor		(4,251)						(4,251)
Net share settlements of stock-based awards, shares | Successor			156,000
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | Successor		(878)						(878)
Common stock repurchases | Successor		(332,339)							(332,339)
Common stock repurchases		(332,000)
Special dividends declared to shareholders and warrant holders, $6.73 per share | Successor											$ (648,644)	$ (648,644)
Special dividends declared to shareholders and warrant holders, $6.73 per share		(71,275)
Regular dividends declared to shareholders and warrant holders, $0.75 per share | Successor	[1]												$ (71,275)	$ (72,007)	$ 732
Contributions from noncontrolling interest | Successor		5,524								5,524
Ending balance, shares (Successor) at Dec. 31, 2015			100,015,000	6,000
Ending balance, shares at Dec. 31, 2015			100,015,546	5,605
Ending balance (Successor) at Dec. 31, 2015		3,831,722	$ 100	$ 0	$ (322,351)	$ (71,016)	$ 0	$ 4,619,618	$ (400,153)	$ 5,524
Ending balance at Dec. 31, 2015		$ 3,831,722

[1] (1) Includes $0.7 million of granted dividend equivalent units.

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Consolidated Statements of Shareholders' Equity Parenthetical $ in Millions	12 Months Ended
	Dec. 31, 2015 USD ($) $ / shares
Special Cash Dividend
Common Stock, Dividends, Per Share, Declared	$ 6.73
Regular Cash Dividend
Common Stock, Dividends, Per Share, Declared	$ 0.75
Regular Cash Dividend | Successor Additional Paid-In Capital
Dividend Equivalent Unit Weighted Average Vested Fair Value | $	$ 0.7

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Consolidated Statements of Cash Flows Statement - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Net (Loss) Income		$ (319,918)	$ 476,663	$ 241,555
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Impairment of goodwill and other intangible assets (Note 8)		385,000
Distributions from equity investments		10,328	180,521	53,871
Non-cash loss on extinguishment of debt		37,040
Loss (gain) on sales of real estate		1,000	(1,000)
Changes in working capital items, excluding effects from acquisitions:
Net cash provided by (used in) operating activities		25,944	378,455	359,571
Investing Activities
Capital expenditures		(89,084)	(89,438)	(70,869)
Acquisitions, net of cash acquired		(74,959)	(279,833)	(2,550,410)
Decrease (increase) in restricted cash related to acquisition of Local TV			201,922	(201,922)
Transfers from (to) restricted cash		1,112	(1,109)
Investments		(23,042)	(2,330)	(2,817)
Proceeds from sales of investments		44,982	659,395	2,174
Proceeds from sales of real estate		4,930	49,870	10,739
Net cash (used in) provided by investing activities		(125,733)	718,998	(2,759,234)
Financing Activities
Long-term borrowings related to Publishing Spin-off (Note 2)			346,500
Long-term borrowings		1,100,000		3,790,500
Repayments of long-term debt		(1,114,262)	(299,285)	(1,102,234)
Repayment of Senior Toggle Notes (Note 10)			(172,237)
Long-term debt issuance costs related to Publishing Spin-off (Note 2)			(10,179)
Long-term debt issuance costs		(20,202)		(78,480)
Payment of dividends		(719,919)
Settlements of contingent consideration, net		1,174
Common stock repurchases (Note 16)		(339,942)	(60,211)
Cash and restricted cash distributed to Tribune Publishing (Note 2)			(86,530)
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities		(868)	868
Tax withholdings related to net share settlements of share-based awards		(4,421)	(3,201)
Proceeds from stock option exercises		166	1,308
Contributions from noncontrolling interests		5,524
Net cash (used in) provided by financing activities		(1,092,750)	(282,967)	2,609,786
Net (Decrease) Increase in Cash and Cash Equivalents		(1,192,539)	814,486	210,123
Cash and cash equivalents		262,644	1,455,183	640,697
Successor
Net (Loss) Income		(319,918)	476,663	241,555
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Stock-based compensation		32,493	27,918	7,319
Pension credit, net of contributions		(29,417)	(41,164)	(41,620)
Depreciation		74,289	88,890	75,516
Amortization of contract intangible assets and liabilities		(14,980)	(35,774)	(29,525)
Amortization of other intangible assets		195,230	222,216	121,206
Impairment of goodwill and other intangible assets (Note 8)		385,000	0	700
Income on equity investments, net		(146,959)	(236,088)	(144,054)
Distributions from equity investments		169,879	189,789	154,123
Non-cash loss on extinguishment of debt		33,480	0	17,462
Original issue discount payments		(6,158)	0	0
Amortization of debt issuance costs and original issue discount		12,258	13,433	3,869
Gain on investment transactions, net		(12,173)	(373,968)	(150)
Loss (gain) on sales of real estate		97	(21,690)	(135)
Other non-operating (gain) loss, net		(6,183)	4,729	1,492
Non-cash reorganization items, net		0	0	(3,228)
Change in Excess Tax Benefits from Stock-Based Awards		(868)	868	0
Transfers from (to) restricted cash		5	2,357	166,866
Changes in working capital items, excluding effects from acquisitions:
Accounts receivable, net		(23,444)	39,149	(20,449)
Inventories, prepaid expenses and other current assets		(36,997)	(1,532)	26,847
Accounts payable		(15,302)	2,855	(85,088)
Employee compensation and benefits, and other current liabilities		39,598	(23,569)	5,528
Deferred revenue		9,541	23,189	1,121
Accrued reorganization costs		(1,536)	(780)	(111,461)
Income taxes		(272,102)	261,591	(1,947)
Deferred compensation, postretirement medical, life and other benefits		(2,298)	(3,099)	(13,581)
Change in broadcast rights, net of liabilities		100,116	(21,098)	(6,913)
Deferred income taxes		(140,075)	(179,099)	8,955
Change in non-current obligations for uncertain tax positions		(931)	(2,814)	(3,780)
Other, net		1,563	(32,781)	(11,057)
Net cash provided by (used in) operating activities		25,944	378,455	359,571
Investing Activities
Capital expenditures		(89,084)	(89,438)	(70,869)
Acquisitions, net of cash acquired		(74,959)	(279,833)	(2,550,410)
Decrease (increase) in restricted cash related to acquisition of Local TV		0	201,922	(201,922)
Transfers from restricted cash related to New Cubs LLC distribution		0	0	0
Transfers from (to) restricted cash		1,112	(1,109)	0
Investments		(23,042)	(2,330)	(2,817)
Distributions from equity investments		10,328	180,521	53,871
Investment in non-interest bearing loan to the Litigation Trust		0	0	0
Proceeds from sales of investments		44,982	659,395	2,174
Proceeds from sales of real estate		4,930	49,870	10,739
Net cash (used in) provided by investing activities		(125,733)	718,998	(2,759,234)
Financing Activities
Long-term borrowings related to Publishing Spin-off (Note 2)		0	346,500	0
Long-term borrowings		1,100,000	0	3,790,500
Repayments of long-term debt		(1,114,262)	(299,285)	(1,102,234)
Repayment of Senior Toggle Notes (Note 10)		0	(172,237)	0
Long-term debt issuance costs related to Publishing Spin-off (Note 2)		0	(10,179)	0
Long-term debt issuance costs		(20,202)	0	(78,480)
Payment of dividends		(719,919)	0	0
Settlements of contingent consideration, net		1,174	0	0
Common stock repurchases (Note 16)		(339,942)	(60,211)	0
Cash and restricted cash distributed to Tribune Publishing (Note 2)		0	(86,530)	0
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities		(868)	868	0
Tax withholdings related to net share settlements of share-based awards		(4,421)	(3,201)	0
Proceeds from stock option exercises		166	1,308	0
Contributions from noncontrolling interests		5,524	0	0
Net cash (used in) provided by financing activities		(1,092,750)	(282,967)	2,609,786
Net (Decrease) Increase in Cash and Cash Equivalents		(1,192,539)	814,486	210,123
Cash and cash equivalents	$ 430,574	262,644	1,455,183	640,697
Supplemental Schedule of Cash Flow Information
Interest		130,311	140,338	44,280
Income taxes, net of refunds		$ 434,720	$ 217,579	$ 151,311
Predecessor
Net (Loss) Income	7,110,224
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Stock-based compensation	0
Pension credit, net of contributions	0
Depreciation	0
Amortization of contract intangible assets and liabilities	0
Amortization of other intangible assets	0
Impairment of goodwill and other intangible assets (Note 8)	0
Income on equity investments, net	0
Distributions from equity investments	0
Non-cash loss on extinguishment of debt	0
Original issue discount payments	0
Amortization of debt issuance costs and original issue discount	0
Gain on investment transactions, net	0
Loss (gain) on sales of real estate	0
Other non-operating (gain) loss, net	0
Non-cash reorganization items, net	(8,287,644)
Change in Excess Tax Benefits from Stock-Based Awards	0
Transfers from (to) restricted cash	(186,823)
Changes in working capital items, excluding effects from acquisitions:
Accounts receivable, net	0
Inventories, prepaid expenses and other current assets	(275)
Accounts payable	(18,942)
Employee compensation and benefits, and other current liabilities	(3,450)
Deferred revenue	0
Accrued reorganization costs	14,136
Income taxes	(6,199)
Deferred compensation, postretirement medical, life and other benefits	(35,241)
Change in broadcast rights, net of liabilities	0
Deferred income taxes	1,169,483
Change in non-current obligations for uncertain tax positions	0
Other, net	0
Net cash provided by (used in) operating activities	(244,731)
Investing Activities
Capital expenditures	0
Acquisitions, net of cash acquired	0
Decrease (increase) in restricted cash related to acquisition of Local TV	0
Transfers from restricted cash related to New Cubs LLC distribution	727,468
Transfers from (to) restricted cash	0
Investments	0
Distributions from equity investments	0
Investment in non-interest bearing loan to the Litigation Trust	(20,000)
Proceeds from sales of investments	0
Proceeds from sales of real estate	0
Net cash (used in) provided by investing activities	707,468
Financing Activities
Long-term borrowings related to Publishing Spin-off (Note 2)	0
Long-term borrowings	1,089,000
Repayments of long-term debt	(3,394,347)
Repayment of Senior Toggle Notes (Note 10)	0
Long-term debt issuance costs related to Publishing Spin-off (Note 2)	0
Long-term debt issuance costs	(11,242)
Payment of dividends	0
Settlements of contingent consideration, net	0
Common stock repurchases (Note 16)	0
Cash and restricted cash distributed to Tribune Publishing (Note 2)	0
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	0
Tax withholdings related to net share settlements of share-based awards	0
Proceeds from stock option exercises	0
Contributions from noncontrolling interests	0
Net cash (used in) provided by financing activities	(2,316,589)
Net (Decrease) Increase in Cash and Cash Equivalents	(1,853,852)
Cash and cash equivalents	430,574
Supplemental Schedule of Cash Flow Information
Interest	0
Income taxes, net of refunds	$ 0

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Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

NOTE 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company, as summarized below, conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect practices appropriate to the Company’s businesses.

Nature of Operations and Reclassifications—Tribune Media Company and its subsidiaries (the “Company”) is a diversified media and entertainment company. It is comprised of 42 television stations that are either owned by the Company or owned by others but to which the Company provides certain services, along with a national general entertainment cable network (WGN America), a radio station, a production studio, the Digital and Data business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Prior to the spin-off of its principal publishing businesses on August 4, 2014, (the “Publishing Spin-off”, as further defined and described in Note 2) the Company was also engaged in newspaper publishing.

Following the Publishing Spin-off, the Company realigned and renamed its reportable segments. These segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. The Company’s reportable segments consist of:

• Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via the Company’s websites and other digital assets.

• Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

The Company also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, the Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the office and production facilities, and any gains or losses from sales of real estate, as well as certain administrative activities associated with operating corporate office functions and managing its predominantly frozen company-sponsored defined benefit pension plans.

Prior to the Publishing Spin-off, the Company reported its operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. The Company’s publishing segment operated eight major-market daily newspapers and related businesses, distributed preprinted insert advertisements, provided commercial printing and delivery services to other newspapers and managed the websites of the Company’s daily newspapers and television stations, along with the websites of other branded products that target specific areas of interest. Also included in the publishing segment were digital entertainment data businesses which distribute entertainment listings and license proprietary software and data. These digital entertainment data businesses were not included in the Publishing Spin-off and are now included in the Digital and Data reportable segment. The principal daily newspapers published by the Company that were included in the Publishing Spin-off were the Los Angeles Times; the Chicago Tribune; the South Florida Sun Sentinel; the Orlando Sentinel; The Baltimore Sun; the Hartford Courant; The Morning Call, serving Pennsylvania’s Lehigh Valley; and the Daily Press, serving the Virginia Peninsula.

The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations for all periods presented (see Note 2).

Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Zap2it.com entertainment website business, which was previously included in the Digital and Data reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial.

Change in Accounting Principle— On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), as further discussed below. The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’sConsolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle. The Company did not retrospectively adjust prior periods for this change.

Fiscal Year—On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2015 includes four additional days compared to the fiscal years ended December 28, 2014 and December 29, 2013. Fiscal years 2014 and 2013 each comprised a 52‑week period.

Principles of Consolidation and Variable Interest Entities—The consolidated financial statements include the accounts of Tribune Media Company and all majority-owned subsidiaries, as well as any variable interests for which the Company is the primary beneficiary. In general, investments comprising between 20 percent to 50 percent of the voting stock of companies and certain partnership interests are accounted for using the equity method. All other investments are generally accounted for using the cost method. All significant intercompany transactions are eliminated.

The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of variable interest entities (“VIEs”) to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.

On April 14, 2015, the Company entered into a real estate venture agreement with a third party to redevelop one of the Company’s Florida properties and formed a new limited liability company, TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). The Company contributed land with an agreed-upon value between the parties of $15 million and a carrying value of $10 million, resulting in a 92% interest in the Las Olas LLC. In the future, the Company’s interest in the Las Olas LLC may decline to 85%, subject to the other party’s additional investments. The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the fiscal year ended December 31, 2015 were not material.

On November 12, 2015, the Company executed an agreement with a third party developer to redevelop one of the Company’s California properties. The Company contributed land, building and improvements with an agreed-upon value between the parties of $39 million and a carrying value of $35 million, resulting in a 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). In the future, the Company’s interest in the Costa Mesa LLC may decline, subject to the other party’s additional investments. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. The results of operations of the Costa Mesa LLC as of and for the fiscal year ended December 31, 2015 were not material.

Prior to September 2, 2015, the Company held a variable interest in Newsday Holdings LLC (“NHLLC”). On September 2, 2015, all of the outstanding equity interests of NHLLC were acquired by CSC Holdings, LLC (“CSC”). Additionally, prior to October 1, 2014, the Company held a variable interest in Classified Ventures, LLC (“CV”). On October 1, 2014, all of the outstanding equity interests of CV were acquired by TEGNA, Inc. (as successor to Gannett Co., Inc.) (“TEGNA”). Prior to July 29, 2014, the Company held a variable interest in Perfect Market, Inc. (“PMI”). On July 29, 2014, all of the outstanding equity interests of PMI were acquired by Taboola.com LTD (“Taboola”). In connection with the acquisition, the Company’s shares in PMI were converted into shares of Taboola. The Company’s ownership in Taboola is less than 1% and the Company has determined the investment is not a VIE as defined by ASC Topic 810.

At December 31, 2015 and December 28, 2014, the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II, LLC and at December 28, 2014, the Company held a variable interest in Newsday LLC (as defined and described in Note 9). In addition, prior to December 27, 2013 (as further described below), the Company held variable interests as a result of certain transactions with Local TV Holdings, LLC (“Local TV”) in October 2008. The Company has determined that it was not the primary beneficiary of any of these entities and therefore has not consolidated any of them as of and for the periods presented in the accompanying consolidated financial statements. On December 27, 2013, the Company closed the Local TV Acquisition (see Note 5). In conjunction with the acquisition, the Company became a party to an agreement with Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“Dreamcatcher”). The Company determined that it holds a variable interest in Dreamcatcher and is the primary beneficiary. As such, the Company’s consolidated financial statements include the results of operations and the financial position of Dreamcatcher beginning on December 27, 2013. See Note 5 for further information on the Company’s acquisition of Local TV, the related transactions with Dreamcatcher and the carrying amounts and classification of the assets and liabilities of Dreamcatcher which have been included in the Company’s Consolidated Balance Sheets as of December 31, 2015 and December 28, 2014. The assets of the consolidated VIE can only be used to settle the obligations of the VIE.

In 2008, the Company entered into a shared services agreement for its KPLR-TV station in St. Louis, Missouri and a local marketing agreement (“LMA”) for its KWGN-TV station in Denver, Colorado, each with the FOX Broadcasting Company (“FOX”) network affiliate television station owned by Local TV in these markets. These agreements became effective on October 6, 2008 and effectively allowed the Company to economically combine the operating facilities and news operations of its stations with those owned by Local TV in each market and to share certain programming. Prior to the Local TV Acquisition (see Note 5), the Company recorded in its historical consolidated broadcasting revenues amounts equal to agreed upon percentages of the net adjusted cash flows (as defined in the local marketing agreements) of the combined operations of its stations and the Local TV stations in St. Louis and Denver. The LMA arrangements were cancelled as of the effective date of the Local TV Acquisition (see Note 5) because the Company became the owner of both stations in each market.

Revenue Recognition—The Company’s primary sources of revenue related to Television and Entertainment are from local and national broadcasting and cable advertising and retransmission consent and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. Digital and Data revenue is primarily derived from licensing its video, sports and music content to third parties. The Company also recognizes revenues from leases of its owned real estate.

The Company recognizes revenue when the following conditions are met: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the fees are fixed or determinable and (iv) collection is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. Revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We use a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, we follow the industry specific software guidance which only allows for the use of VSOE in establishing fair value.

Television and Entertainment advertising revenue is recorded, net of agency commissions, when commercials are aired. Television operations may trade certain advertising time for products or services, as well as barter advertising time for program material. Trade transactions are generally reported at the estimated fair value of the product or services received, while barter transactions are reported at the Company’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. Barter/trade revenue is reported when commercials are broadcast and expenses are reported when products or services are utilized or when programming airs. The Company records rebates when earned as a reduction of advertising revenue. Retransmission consent fees represent fees that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission consent fees are recognized over the contract period, generally based on a negotiated fee per subscriber. Carriage fees represent fees that the Company earns from MVPDs for the carriage of the Company’s cable channels. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates.

Digital and Data revenue includes software licensing recognized in accordance with ASC Topic 985, “Software.” License fees are based on the number of units shipped or the number of subscribers. Revenues from per-unit or per-subscriber fees are recognized in the period the services are provided to a licensee, as reported to the Company by the licensee. Certain non-refundable, non-cancelable license fees are paid in advance for which revenue is recognized when the underlying licensed product is delivered to the licensee. Revenues from data services are recognized on a straight-line basis over the period its licensee has the right to receive the service. The Company accounts for cash consideration (such as sales incentives) that it gives to its customers or resellers as a reduction of revenue, unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

The adoption of fresh-start reporting as of the Effective Date (as defined in Note 3) required management to make certain assumptions and estimates to allocate the Successor’s enterprise value to the Successor’s assets and liabilities based on fair values. These estimates of fair value represent the Company’s best estimates based on independent appraisals and various valuation techniques and trends, and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and fair values reflected in the valuations will be realized, and actual results could vary materially.

Cash and Cash Equivalents—Cash and cash equivalents are stated at cost, which approximates market value. Investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents.

Restricted Cash and Cash Equivalents—Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 3). On the Effective Date, the Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At both December 31, 2015 and December 28, 2014, restricted cash held by the Company to satisfy such obligations totaled $18 million.

In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On December 27, 2013, the Company deposited $202 million with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) ($174 million of which, inclusive of accrued interest of $2 million, was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Accounts Receivable and Allowance for Doubtful Accounts—The Company’s accounts receivable are primarily due from advertisers. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required. The Company maintains an allowance for uncollectible accounts, rebates and volume discounts. This allowance is determined based on historical write-off experience and any known specific collectability exposures.

A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2013	$	16,254
2014 additions charged to costs and expenses	21,306
2014 deductions	(18,515		)
Allowance distributed in Publishing Spin-off	(11,732		)
Accounts receivable allowance balance at December 28, 2014	$	7,313
2015 additions charged to costs and expenses	7,873
2015 deductions	(7,010		)
Accounts receivable allowance balance at December 31, 2015	$	8,176

Broadcast Rights—The Company acquires rights to broadcast syndicated programs, original licensed series and feature films. Pursuant to ASC Topic 920, “Entertainment-Broadcasters,” these rights and the related liabilities are recorded as an asset and a liability when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. The current portion of programming inventory includes those rights available for broadcast that are expected to be amortized in the succeeding year.

The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations.

The Company carries its broadcast rights at the lower of unamortized cost or estimated net realizable value. The Company evaluates the net realizable value of broadcast rights on a daypart, series, or title-by-title basis, as appropriate. Changes in management’s intended usage of a specific daypart, series, or program would result in a reassessment of the net realizable value, which could result in an impairment. The Company determines the net realizable value and estimated fair value, as appropriate, based on a projection of the estimated advertising revenues and carriage/retransmission revenues, less certain direct costs of delivery, expected to be generated by the program material. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. We assess future seasons of syndicated programs that we are committed to acquire for impairment as they become available to us for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. As a result of the evaluation of the recoverability of the unamortized costs associated with broadcast rights, the Company recognized a non-cash impairment charge of $74 million for the syndicated programs Person of Interest and Elementary at WGN America in 2015.

Production Costs—The Company produces and enters into arrangements with third parties to co-produce original programming to exhibit on its broadcast stations and cable network. In accordance with ASC Topic 926, “Entertainment-Films,” the Company estimates total revenues to be earned and costs to be incurred throughout the life of each television program. Estimates for remaining total lifetime revenues are limited to the amount of revenue contracted for each episode in the initial market (which is the US television market). Accordingly, television programming costs and participation costs incurred in excess of the amount of revenue contracted in the initial market are expensed as incurred. Estimates for all secondary market revenues such as domestic and foreign syndication, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequent to the establishment of the secondary market are initially capitalized and amortized based on the proportion that current period revenues bear to the estimated remaining total lifetime revenues. As several of the Company’s produced programming television series have either recently launched or have yet to premiere, the Company does not have a demonstrated history of participating in secondary market revenues to support that these programs can be successfully licensed in such secondary markets. Production costs are expensed to programming in the Company’s Consolidated Statement of Operations.

Properties—As a result of the adoption of fresh-start reporting, the Company’s property, plant and equipment was adjusted to fair value on the Effective Date. There were no changes to the methods used by the Company to compute depreciation or any changes to the policy for determining estimated useful lives for assets placed into service subsequent to the Effective Date as a result of the adoption of fresh-start reporting. The estimated useful lives of the Company’s property, plant and equipment that were in service on the Effective Date were revised and currently range as follows: 1 to 44 years for buildings and 1 to 30 years for all other equipment.

Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill and other indefinite-lived intangible assets are summarized in Note 8. The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles—Goodwill and Other.” Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values.

The Company’s annual impairment review measurement date is in the fourth quarter of each year. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair values of other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting industry. These assumptions reflect the Company’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company’s control.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges in the future under ASC Topic 350.

Impairment Review of Long-Lived Assets—In accordance with ASC Topic 360, “Property, Plant and Equipment,” the Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may be impaired. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining depreciable life are less than its current carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate future undiscounted cash flows could result in additional non-cash impairment charges in the future under ASC Topic 360.

Pension Plans and Other Postretirement Benefits—Retirement benefits are provided to employees through pension plans sponsored either by the Company or by unions. Under the Company-sponsored plans, pension benefits are primarily a function of both the years of service and the level of compensation for a specified number of years, depending on the plan. It is the Company’s policy to fund the minimum for Company-sponsored pension plans as required by the Employee Retirement Income Security Act (“ERISA”). Contributions made to union-sponsored plans are based upon collective bargaining agreements. The Company also provides certain health care and life insurance benefits for retired employees. The expected cost of providing these benefits is accrued over the years that the employees render services. It is the Company’s policy to fund postretirement benefits as claims are incurred.

The Company recognizes the overfunded or underfunded status of its defined benefit pension or other postretirement plans (other than a multiemployer plan) as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 15.

Self-Insurance—The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs and automobile and general liability claims. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The Company carries insurance coverage to limit exposure for self-insured workers’ compensation costs and automobile and general liability claims. The Company’s deductibles under these coverages are generally $1 million per occurrence, depending on the applicable policy period. The recorded liabilities for self-insured risks totaled $34 million at December 31, 2015 and $47 million at December 28, 2014, which was net of $44 million of such liabilities distributed to Tribune Publishing in the Publishing Spin-off.

Deferred Revenue—Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services. Revenue associated with deferred revenue is recognized in the period it is earned. See above for further information on the Company’s revenue recognition policy.

Stock-Based Compensation—In accordance with ASC Topic 718, “Compensation—Stock Compensation,” the Company recognizes stock-based compensation cost in its Consolidated Statements of Operations. Stock-based compensation cost is measured at the grant date for equity-classified awards and at the end of each reporting period for liability-classified awards based on the estimated fair value of the awards. ASC Topic 718 requires stock-based compensation expense to be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the “substantive vesting period”). Additional information pertaining to the Company’s stock-based compensation is provided in Note 17.

Income Taxes—On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the Internal Revenue Code (“IRC”), which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The Tribune Employee Stock Ownership Plan (“ESOP”) was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate.

As a result of the election and in accordance with ASC Topic 740, “Income Taxes,” the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries.

Provisions for federal and state income taxes are calculated on reported pretax earnings based on current tax laws and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Taxable income reported to the taxing jurisdictions in which the Company operates often differs from pretax earnings because some items of income and expense are recognized in different time periods for income tax purposes. The Company provides deferred taxes on these temporary differences in accordance with ASC Topic 740. Taxable income also may differ from pretax earnings due to statutory provisions under which specific revenues are exempt from taxation and specific expenses are not allowable as deductions. The consolidated tax provision and related accruals include estimates of the potential taxes and related interest as deemed appropriate. These estimates are reevaluated and adjusted, if appropriate, on a quarterly basis. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company.

ASC Topic 740 addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. See Note 14 for further discussion.

In connection with the Debtors’ emergence from Chapter 11, the Company converted from a subchapter S corporation to a C corporation under the IRC and became subject to federal income tax. The effect of this conversion was recorded in connection with the Company’s implementation of fresh-start reporting as more fully described in Note 4 and Note 14. Accordingly, essentially all of the Company’s net deferred tax liabilities at the Effective Date were reinstated at a higher effective tax rate.

Comprehensive Income (Loss)—Comprehensive income (loss) consists of net income and other gains and losses affecting shareholder’s equity that, under U.S. GAAP, are excluded from net income. The Company’s other comprehensive income (loss) includes changes in unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. The activity for each component of the Company’s accumulated other comprehensive income (loss) is summarized in Note 19.

New Accounting Standards—In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. The guidance has additional amendments to presentation and disclosure requirements of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-01 on its consolidated financial statements.

In November 2015, the FASB issued an ASU No. 2015-17, “Income Taxes (Topic 740).” The amendments in ASU 2015-17 simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is electing to apply the amendments prospectively. Upon transition, the Company is required to disclosure the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. The Company early adopted ASU 2015-17 as of December 31, 2015, see “—Change in Accounting Principle” above. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued an ASU No. 2015-16, “Business Combinations (Topic 805).” The amendments in ASU 2015-16 simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in ASU 2015-16 are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of ASU 2015-16 with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40).” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30).” The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments. The amendments in ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The SEC staff noted that ASU 2015-03 does not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30),” which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Upon transition, the Company is required to comply with applicable disclosures for the change in accounting principle. The amendments in ASU 2015-03 and ASU 2015-15 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company will be adopting ASU 2015-03 and ASU 2015-15 on the first day of the 2016 fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” The amendments in ASU 2014-15 require the management of all entities, in connection with preparing financial statements for each annual and interim reporting period, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. The amendments in ASU 2014-09 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 at the date of initial application. The Company is currently evaluating adoption methods and the impact of adopting ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting discontinued operations for all entities. The amendments also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments in ASU 2014-08 should be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted ASU 2014-08 effective on the first day of the 2015 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

XML

Discontinued Operations

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

NOTE 2: DISCONTINUED OPERATIONS

On August 4, 2014, the Company completed the spin-off of its principal publishing operations into an independent company, Tribune Publishing Company (“Tribune Publishing”), by distributing 98.5% of the outstanding shares of Tribune Publishing common stock to holders of the Company’s Common Stock and Warrants (the “Publishing Spin-off”). In the distribution, each holder of the Company’s Class A Common Stock, Class B Common Stock and Warrants received 0.25 of a share of Tribune Publishing common stock for each share of Common Stock or Warrant (as defined and described in Note 3) held as of the record date of July 28, 2014. Based on the number of shares of Common Stock and Warrants outstanding as of 5:00 P.M. Eastern time on July 28, 2014 and the distribution ratio, 25,042,263 shares of Tribune Publishing common stock were distributed to the Company stockholders and holders of Warrants and the Company retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of outstanding common stock of Tribune Publishing. Subsequent to the distribution, Tribune Publishing became a separate publicly-traded company with its own board of directors and senior management team. Shares of Tribune Publishing common stock are listed on the New York Stock Exchange under the symbol “TPUB.” For further information regarding the Publishing Spin-off, see the registration statement on Form 10, as amended, filed by Tribune Publishing with the SEC on July 21, 2014 and declared effective by the SEC on July 21, 2014. The registration statement is available through the SEC website at www.sec.gov.

The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations in the Company’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive (Loss) Income for all periods presented herein.

The Company received a private letter ruling (“PLR”) from the Internal Revenue Service (“IRS”) which provides that the distribution and certain related transactions qualified as tax-free to the Company, Tribune Publishing and the Company’s stockholders and warrantholders for U.S. federal income tax purposes. Although a PLR from the IRS generally is binding on the IRS, the PLR does not rule that the distribution satisfies every requirement for a tax-free distribution, and the parties relied on the opinion of the Company’s special tax counsel that such additional requirements have been satisfied.

In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). All of the outstanding borrowings under the Tribune Publishing senior term loan facility were distributed to Tribune Publishing in connection with the Publishing Spin-off.

The Company entered into a separation and distribution agreement, a tax matters agreement, a transition services agreement (the “TSA”), an employee matters agreement and certain other agreements with Tribune Publishing that govern the relationships between Tribune Publishing and the Company following the Publishing Spin-off.

Separation and Distribution Agreement

The separation and distribution agreement with Tribune Publishing sets forth the key provisions relating to the separation of Tribune Publishing and its related businesses from those of the Company and the distribution of 98.5% of the shares of Tribune Publishing common stock to holders of Common Stock and Warrants. The separation and distribution agreement identifies the entities and assets to be transferred to, and the liabilities and contracts to be assumed by, Tribune Publishing or the Company, as applicable, in the separation, and describes when and how these transfers and assumptions will occur.

The separation and distribution agreement also provides that, subject to certain exceptions, Tribune Publishing and the Company will indemnify each other and certain related parties, from and against any and all damages, losses, liabilities, and expenses relating to, arising out of, or resulting from, among other things: (i) their respective businesses, their assets and liabilities and their subsidiaries’ assets and liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution); (ii) their failure or the failure of certain related persons to discharge any of their, or their subsidiaries’, respective liabilities (in the case of Tribune Publishing, after giving effect to the separation and distribution or any obligation arising out of the publishing business or its assets); and (iii) a breach by the other party of the separation and distribution agreement or the various ancillary agreements.

Tax Matters Agreement

The Company entered into a tax matters agreement with Tribune Publishing that governs the respective rights, responsibilities and obligations of the Company and Tribune Publishing following the distribution with respect to taxes, including the Company’s and Tribune Publishing’s obligations to file tax returns and remit taxes, control over tax contests and the Company’s and Tribune Publishing’s obligations to cooperate after the distribution in tax return preparation and record-keeping matters.

The tax matters agreement generally provides that the Company will be responsible for all taxes (other than taxes on the distribution and related transactions) for periods before the distribution that are reportable on any tax return that includes the Company or one of its non-Tribune Publishing subsidiaries, and Tribune Publishing or one of its subsidiaries will be responsible for all such taxes reportable on any tax return that includes Tribune Publishing or its subsidiaries but does not include any non-Tribune Publishing subsidiaries. The Company retains responsibility for all taxes relating to the formation of and its ongoing investment in Newsday Holdings LLC.

The tax matters agreement also provides for certain restrictions on Tribune Publishing’s ability to pursue strategic or other transactions, or to take certain actions, in order to preserve the tax-free status of the distribution. The tax matters agreement further provides that Tribune Publishing and certain Tribune Publishing subsidiaries will indemnify the Company for (i) taxes on the distribution and related transactions resulting from (A) any of their actions (or failures to take certain actions) that disqualify the distribution and related transactions as tax-free or (B) any issuance of stock by Tribune Publishing or any of its affiliates or change in ownership of any such entities (other than changes in ownership solely caused by the Company) that would cause Section 355(d), Section 355(e) or Section 355(f) of the IRC to apply to the distribution, (ii) taxes on the distribution and related transactions resulting from the disqualification of the distribution due to breaches by Tribune Publishing of representations and covenants contained in the tax matters agreement and (iii) taxes of Tribune Publishing attributable to the Tribune Publishing business for which the Company is not otherwise responsible and that are not related to the distribution or any related transaction. The Company will indemnify Tribune Publishing for (i) taxes of the Company and (ii) taxes of Tribune Publishing resulting from the distribution and related transactions unless, in each case, Tribune Publishing or certain Tribune Publishing subsidiaries are otherwise responsible for such taxes as described above. However, if the distribution is taxable as a result of certain actions by both parties, the liability for such taxes is shared equally between the Company and Tribune Publishing.

Transition Services Agreement

Pursuant to the TSA, the Company provides Tribune Publishing with certain specified services on a transitional basis for a period of up to twoyears following the Publishing Spin-off, including support in areas such as human resources, risk management, treasury, technology, legal, real estate, procurement, and advertising and marketing in a single market. In addition, the TSA outlines the services that Tribune Publishing provides the Company on a transitional basis for a period of up to two years following the Publishing Spin-off, including in areas such as human resources, technology, legal, procurement, accounting, digital advertising operations, advertising, marketing, event management and fleet maintenance, and other areas where the Company may need assistance and support following the Publishing Spin-off. The charges for the transition services generally allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the services, plus, in some cases, the allocated direct costs of providing the services, generally without profit.

Under the TSA, the Company had gross billings to Tribune Publishing of $2 million and $19 million for the year ended December 31, 2015 and December 28, 2014, respectively, primarily related to a pass-through of costs associated with providing the continuation of certain benefits to Tribune Publishing employees following the Publishing Spin-off. The Company also incurred $1 million and $3 million of fees primarily related to technology and shared services provided by Tribune Publishing which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014, respectively.

Employee Matters Agreement

The Company and Tribune Publishing entered into an employee matters agreement that addresses the treatment of employees and former employees of each of the Company and Tribune Publishing with respect to their participation in employee benefit plans that existed prior to the distribution or that Tribune Publishing established in connection with or following the distribution, as well as certain other human resources matters relating to employee programs and labor contracts. In general, except for certain pension matters, Tribune Publishing retained all liabilities with respect to the employment of all their employees and former employees (other than employees of discontinued businesses) and the Company retained all liabilities pertaining to other current or former employees, including liabilities arising with respect to benefit plans prior to the distribution. Notwithstanding the foregoing, the Company retained all liabilities relating to Company-sponsored defined benefit pension plans but did not retain any liabilities relating to Tribune Publishing’s employees’ participation in multiemployer pension plans. The employee matters agreement also addresses the treatment of equity compensation for employees of both companies in connection with the distribution. See Note 17 for further information on the impact of the Publishing Spin-off on the Company’s equity incentive plan.

Discontinued Operations Results—The results of discontinued operations for the years ended December 28, 2014, December 29, 2013, and for December 31, 2012 include the historical results of Tribune Publishing prior to the Publishing Spin-off on August 4, 2014. Summarized results of the Company’s discontinued operations and the impact of associated Publishing Spin-off adjustments are as follows (in thousands):

	Successor						Predecessor
	Year Ended
	December 28, 2014(1)			December 29, 2013			December 31, 2012
Operating revenues	$	970,501		$	1,755,989		$	—
Operating profit	38,712			149,906			—
Loss on equity investments, net	(626		)	(1,187		)	—
Interest income	—			35			—
Interest expense (2)	(6,837		)	(11,042		)	—
Gain on investment transactions (3)	1,484			—			—
Reorganization items, net	(9		)	(284		)	(173,449		)
Income (loss) before income taxes	32,724			137,428			(173,449		)
Income tax expense (benefit) (4)	19,172			58,815			(69,548		)
Income (loss) from discontinued operations, net of taxes	$	13,552		$	78,613		$	(103,901	)

(1) Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

(2) In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(3) Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014.

(4) The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012.

The results of discontinued operations for the years ended December 28, 2014 and December 29, 2013 also include $23 million and $15 million, respectively, of transaction costs, including legal and professional fees, incurred by the Company to complete the Publishing Spin-off. No such costs were incurred on December 31, 2012.

In conjunction with the Company’s emergence from bankruptcy, the Company consummated an internal restructuring pursuant to the terms of the Plan (as defined and described in Note 3). These restructuring transactions included, among other things, establishing a number of real estate holding companies. On December 21, 2012, the majority of the land and buildings owned by Tribune Publishing were transferred to these newly established real estate holding companies. In 2013, Tribune Publishing entered into lease agreements with the real estate holding companies to lease back certain land and buildings that were transferred. The initial term of these lease agreements was either five or ten years, with two optional renewal terms. Prior to the Publishing Spin-off, the revenues and expenses related to these lease agreements were treated as intercompany transactions and were not separately reflected in the Company’s consolidated financial statements. The real estate holding companies were not included in the Publishing Spin-off. Subsequent to the Publishing Spin-off, the Company has reclassified the historical intercompany rental revenues related to these leases for 2014 and 2013 totaling $24 million and $39 million, respectively, into other revenues as an increase to income from continuing operations in the Company’s Consolidated Statements of Operations due to the continuing lease arrangements between the Company and Tribune Publishing following the Publishing Spin-off. Similarly, the historical intercompany rental costs incurred by Tribune Publishing in 2014 and 2013, respectively, under these leases have been reclassified as a reduction of income (loss) from discontinued operations, net of taxes in the Company’s Consolidated Statements of Operations. There was no impact to the Company consolidated net income for any periods prior to the Publishing Spin-off as a result of these reclassifications. Subsequent to the Publishing Spin-off, all rental revenues earned by the Company under these leases with Tribune Publishing are reflected as other revenues in the Company’s Consolidated Statements of Operations.

The following is a summary of the assets and liabilities distributed to Tribune Publishing on August 4, 2014 in connection with the Publishing Spin-off (in thousands):

Assets:
Current Assets
Cash and cash equivalents	$	59,030
Restricted cash	27,500
Accounts receivable, net	187,153
Inventories	14,623
Deferred income taxes	32,557
Prepaid expenses and other	20,956
Total current assets	341,819
Property, plant and equipment, net	160,087
Other Assets
Goodwill	35,450
Intangible assets, net	73,300
Investments	1,924
Other long-term assets	10,179
Deferred income taxes	12,352
Total other assets	133,205
Total Assets	635,111
Liabilities:
Current Liabilities
Accounts payable	39,422
Employee compensation and benefits	98,156
Debt due within one year	12,680
Deferred revenue	74,505
Accrued expenses and other current liabilities	31,031
Total current liabilities	255,794
Non-Current Liabilities
Postretirement, medical life and other benefits	45,255
Long-term debt	333,820
Other obligations	19,589
Total non-current liabilities	398,664
Net Liabilities Distributed to Tribune Publishing	$	(19,347	)

As of the date of the Publishing Spin-off, the Company allocated approximately $2 million of accumulated other comprehensive loss to Tribune Publishing, relating primarily to post-retirement medical and life insurance benefits. The Company has no material contingent liabilities relating to the discontinued operations subsequent to the date of the Publishing Spin-off.

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Proceedings Under Chapter 11

12 Months Ended

Dec. 31, 2015

Reorganizations [Abstract]

Proceedings Under Chapter 11

NOTE 3: PROCEEDINGS UNDER CHAPTER 11

Chapter 11 Reorganization—On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 12, 2009, Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015 and July 24, 2015, the Bankruptcy Court entered final decrees closing 96 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.

The Company’s consolidated financial statements for December 31, 2012 include the accounts of the Debtors and certain direct and indirect wholly-owned subsidiaries which had not filed petitions for relief under Chapter 11 of the Bankruptcy Code as of or subsequent to the Petition Date and were, therefore, not Debtors as of December 31, 2012.

From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In general, as debtors-in-possession, the Debtors were authorized under Chapter 11 of the Bankruptcy Code to continue to operate as ongoing businesses, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.”

Plan of Reorganization—In order to emerge from Chapter 11, a Chapter 11 plan that satisfies the requirements of the Bankruptcy Code and provides for emergence from bankruptcy as a going concern must be proposed and confirmed by a bankruptcy court. A plan of reorganization addresses, among other things, prepetition obligations, sets forth the revised capital structure of the newly-reorganized entities and provides for their corporate governance subsequent to emergence from court supervision under Chapter 11.

On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Creditors’ Committee (defined below) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section below for a description of the terms and conditions of the confirmed Plan.

The Debtors’ plan of reorganization was the product of extensive negotiations and contested proceedings before the Bankruptcy Court, principally relating to the resolution of certain claims and causes of action arising between certain of the Company’s creditors in connection with the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor and the Tribune Company employee stock ownership plan (the “ESOP”), EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007.

The Debtors’ emergence from bankruptcy as a restructured company was subject to the consent of the Federal Communications Commission (the “FCC”) for the assignment of the Debtors’ FCC broadcast and auxiliary station licenses to the Reorganized Debtors. On April 28, 2010, the Debtors filed applications with the FCC to obtain FCC approval for the assignment of the FCC licenses from the Debtors as “debtors-in possession” to the Reorganized Debtors. On November 16, 2012, the FCC released a Memorandum Opinion and order (the “Exit Order”) granting the Company’s applications to assign its broadcast and auxiliary station licenses from the debtors-in-possession to the Company’s licensee subsidiaries. In the Exit Order, the FCC granted the Reorganized Debtors a permanent newspaper/broadcast cross-ownership waiver in the Chicago market, temporary newspaper/broadcast cross-ownership waivers in the New York, Los Angeles, Miami-Fort Lauderdale and Hartford-New Haven markets and two other waivers permitting common ownership of television stations in Connecticut and Indiana. See the “FCC Regulation” section of Note 13 for further information.

Following receipt of the FCC’s consent to the implementation of the Plan, but prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies.

On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, the ownership of the Company changed from the ESOP to certain of the Company’s creditors on the Effective Date. On January 17, 2013, the board of directors of Reorganized Tribune Company (the “Board”) appointed a chairman of the Board and a new chief executive officer. Such appointments were effective immediately.

In connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Company was forgiven, (iii) all of the Company’s $0.01 par value common stock held by the ESOP was canceled, including the 8,294,000 of the shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 (as further described below) and (iv) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC. See Note 14 for further information. On the Effective Date, the $37 million reported as common shares held by ESOP, net of unearned compensation, was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) as part of the Successor’s adoption of fresh-start reporting. Furthermore, on the Effective Date the Predecessor Warrants (as defined and described below) were cancelled and the $225 million subordinated promissory note due December 20, 2018 (including accrued and unpaid interest) was terminated and extinguished. As a result of the cancellation of the Predecessor Warrants, the $255 million fair value attributed to the Predecessor Warrants was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) on the Effective Date as part of the Successor’s adoption of fresh-start reporting. See Note 4 for additional information on the adoption of fresh-start reporting.

Terms of the Plan—The following is a summary of the material settlements and other agreements entered into, distributions made and transactions consummated by the Company on or about the Effective Date pursuant to, and in accordance with, the terms of the Plan. The following summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan and the agreements and other documents related thereto, including those described below.

• Cancellation of certain prepetition obligations: On the Effective Date, the Debtors’ prepetition equity (other than equity interests in subsidiaries of Tribune Company), debt and certain other obligations were cancelled, terminated and/or extinguished, including: (i) the 56,521,739 shares of the Predecessor’s $0.01 par value common stock held by the ESOP, (ii) the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders, (iii) the aggregate $225 million subordinate promissory notes (including accrued and unpaid interest) held by the Zell Entity and certain other minority interest holders, (iv) all of the Predecessor’s other outstanding notes and debentures and the indentures governing such notes and debentures (other than for purposes of allowing holders of the notes to receive distributions under the Plan and allowing the trustees for the senior noteholders and the holders of the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”) to exercise certain limited rights), and (v) the Predecessor’s prepetition credit facilities applicable to the Debtors (other than for purposes of allowing creditors under a $8.028 billion senior secured credit agreement (as amended, the “Credit Agreement”) to receive distributions under the Plan and allowing the administrative agent for such facilities to exercise certain limited rights).

• Assumption of prepetition executory contracts and unexpired leases: On the Effective Date, any prepetition executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed by the applicable Reorganized Debtors, including certain prepetition executory contracts for broadcast rights.

• Distributions to Creditors: On the Effective Date (or as soon as practicable thereafter), (i) holders of allowed senior loan claims received approximately $2.9 billion in cash, approximately 98.2 million shares of Common Stock and Warrants (as defined and described below), plus interests in the Litigation Trust (as defined and described below), (ii) holders of allowed claims related to a $1.6 billiontwelve-month bridge facility entered into on December 20, 2007 (the “Bridge Facility”) received a pro rata share of $65 million in cash (equal to approximately 3.98% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iii) holders of allowed senior noteholder claims (including the fee claims of indenture trustees for the senior notes) received a pro rata share of either $431 million of cash or a “strip” of consideration consisting of 6.27% of the proceeds from a term loan facility (see the “Exit Financing Facilities” section of Note 10), common stock or warrants in Reorganized Tribune Company and cash (collectively, a “Strip”) (on average, equal to approximately 33.3% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iv) holders of allowed other parent claims received either (a) cash or a Strip in an amount equal to approximately 35.18% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million or (b) cash or a Strip in an amount equal to approximately 32.73% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million plus interests in the Litigation Trust (as defined and described below), (v) holders of allowed general unsecured claims against the Debtors other than Tribune Company and convenience claims against Tribune Company received cash in an amount equal to 100% of their allowed claim, and (vi) holders of unclassified claims, priority non-tax claims and certain other secured claims received cash in an amount equal to 100% of their allowed claim. In the aggregate, Reorganized Tribune Company distributed approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants (as defined and described below) with a fair value determined pursuant to the Plan of approximately $4.536 billion and interests in the Litigation Trust (as defined and described below). The cash distribution included the $727 million of restricted cash and cash equivalents and the proceeds from a term loan which was entered into on the Effective Date and subsequently extinguished in 2013 (see the “Exit Financing Facilities” section of Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to certain restricted accounts for the limited purpose of funding certain future claim payments and professional fees.

In addition, on the Effective Date, letters of credit issued under the Predecessor’s debtor-in-possession facility were replaced with new letters of credit under a new revolving credit facility and subsequently terminated. All allowed priority tax and non-tax claims and other secured claims not paid on the Effective Date and subsidiary interests were reinstated and allowed administrative expense claims will be paid in full when due.

• Issuance of new equity securities: Effective as of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). Any holder (with the exception of AG, JPMorgan and Oaktree, each of which previously submitted ownership information to the FCC) who possessed greater than 4.99% of the Class A Common stock after allocation of the Warrants and holders making voluntary elections, were instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of Reorganized Tribune Company’s Class A Common Stock in order to comply with the FCC ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of the Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitation noted above, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. In addition, on the Effective Date, Reorganized Tribune Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which Reorganized Tribune Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). Reorganized Tribune Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions.

Furthermore, pursuant to Reorganized Tribune Company’s certificate of incorporation and the Warrant Agreement, in the event Reorganized Tribune Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of Reorganized Tribune Company under any federal communications laws, or subject Reorganized Tribune Company to any regulation under any federal communications laws to which Reorganized Tribune Company would not be subject, but for such ownership or proposed ownership, Reorganized Tribune Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by Reorganized Tribune Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of Reorganized Tribune Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of Reorganized Tribune Company for Warrants to acquire the same number and class of shares of capital stock in Reorganized Tribune Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise other appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. As permitted under the Plan, the Reorganized Debtors have adopted an equity incentive plan for the purpose of granting awards to directors, officers and employees of Reorganized Tribune Company and its subsidiaries.

• Registration Rights Agreement: On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to AG (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 for further information.

• Exit credit facilities: On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”), the proceeds of which were used to fund certain required distributions to creditors under the Plan. In addition, on the Effective Date, Reorganized Tribune Company, along with certain of its reorganized operating subsidiaries as additional borrowers, entered into a secured asset-based revolving credit facility of up to $300 million, subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A., to fund ongoing operations. See the “Exit Financing Facilities” section of Note 10 for further information.

• Settlement of certain causes of action related to the Leveraged ESOP Transactions: The Plan provided for the settlement of certain causes of action arising in connection with the Leveraged ESOP Transactions, against the lenders under the Credit Agreement, JPMorgan as administrative agent under the Credit Agreement, the agents, arrangers, joint bookrunner and other similar parties under the Credit Agreement, the lenders under the Bridge Facility and the administrative agent under the Bridge Facility. It also included a “Step Two/Disgorgement Settlement” of claims for disgorgement of prepetition payments made by the Predecessor on account of the debt incurred in connection with the closing of the second step of the Leveraged ESOP Transactions on December 20, 2007 against parties who elected to participate in such settlement. These settlements resulted in incremental recovery to creditors other than lenders under the Credit Agreement and the Bridge Facility of approximately $521 million above their “natural” recoveries absent such settlements.

• The Litigation Trust: On the Effective Date, except for those claims released as part of the settlements described above, all other causes of action related to the Leveraged ESOP Transactions held by the Debtors’ estates and preserved pursuant to the terms of the Plan (the “Litigation Trust Preserved Causes of Action”) were transferred to a litigation trust formed, pursuant to the Plan, to pursue the Litigation Trust Preserved Causes of Action for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). The Litigation Trust is managed by an independent third party trustee (the “Litigation Trustee”) and advisory board and, pursuant to the terms of the agreements forming the Litigation Trust, Reorganized Tribune Company is not able to exert any control or influence over the administration of the Litigation Trust, the pursuit of the Litigation Trust Preserved Causes of Action or any other activities of the Litigation Trust. In connection with the formation of the Litigation Trust, and pursuant to the terms of the Plan, Reorganized Tribune Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust on the Effective Date. Subject to the Litigation Trust’s right to maintain an expense fund of up to $25 million, under the terms of the Litigation Trust Loan Agreement, the Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Concurrent with the disbursement of the $20 million loan to the Litigation Trust on the Effective Date, the Predecessor recorded a valuation allowance of $20 million against the principal balance of the loan given the uncertainty as to the timing and amount of principal repayments to be received in the future. The charge to establish the valuation allowance is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 (see Note 4 for further information). In addition, pursuant to certain agreements entered into between Reorganized Tribune Company and the Litigation Trust, on the Effective Date in accordance with the Plan, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of the Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating to the Litigation Trust Preserved Causes of Action, provided, however, that the Litigation Trust is required to reimburse Reorganized Tribune Company for reasonable and documented out-of-pocket expenses, subject to limited exceptions, in performing its obligations under such agreements up to a cap of $625,000. Reorganized Tribune Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that Reorganized Tribune Company’s costs significantly exceed $625,000. On January 4, 2013, Reorganized Tribune Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by Reorganized Tribune Company, the fair market value of the Litigation Trust Preserved Causes of Action as of the Effective Date was $358 million.

• Other Plan provisions: The Plan and Confirmation Order also contain various discharges, injunctive provisions and releases that became operative on the Effective Date.

Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, Reorganized Tribune Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012. Claims of general unsecured creditors that become allowed on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance.

Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations.

Confirmation Order Appeals—Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and PHONES and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008, 4.875% notes due 2010, 5.25% notes due 2015, 7.25% debentures due 2013 and 7.5% debentures due 2023. Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by the Zell Entity (the Zell Entity, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. (In re Tribune Co.), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014.

The Appellants seek, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions that was embodied in the Plan (see above for a description of the terms and conditions of the confirmed Plan). WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013, Reorganized Tribune Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition remains pending. If the Appellants succeed on appeal, including on any appeal of the Third Circuit’s order, the Company’s financial condition may be adversely affected.

Certain Causes of Action Arising From the Leveraged ESOP Transactions—On April 1, 2007, the Predecessor’s board of directors (the “Predecessor Board”), based on the recommendation of a special committee of the Predecessor Board comprised entirely of independent directors, approved the Leveraged ESOP Transactions with the ESOP, the Zell Entity and Samuel Zell. On December 20, 2007, the Predecessor completed the Leveraged ESOP Transactions, which culminated in the cancellation of all issued and outstanding shares of the Predecessor’s common stock as of that date, other than shares held by the Predecessor or the ESOP, and with the Predecessor becoming wholly-owned by the ESOP. The Leveraged ESOP Transactions consisted of a series of transactions that included the following:

• On April 1, 2007, the Predecessor entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, a separate trust which forms a part of the ESOP, Tesop Corporation, a Delaware corporation wholly-owned by the ESOP (“Merger Sub”), and the Zell Entity (solely for the limited purposes specified therein) providing for Merger Sub to be merged with and into Tribune Company, and following such merger, the Predecessor to continue as the surviving corporation wholly-owned by the ESOP (the “Merger”).

• On April 1, 2007, the ESOP purchased 8,928,571 shares of the Predecessor’s common stock at a price of $28.00 per share. The ESOP paid for this purchase with a promissory note in the principal amount of $250 million, to be repaid by the ESOP over the 30-year life of the loan through its use of annual contributions from the Predecessor to the ESOP and/or distributions paid on the shares of common stock held by the ESOP. Upon consummation of the Merger (as described below), the 8,928,571 shares of the Predecessor’s common stock held by the ESOP were converted into 56,521,739 shares of common stock and represented the only outstanding shares of capital stock of the Predecessor after the Merger. Approximately 8,294,000 of the shares held by the ESOP were committed for release or allocated to employees at December 30, 2012. On April 25, 2007, the Predecessor commenced a tender offer to repurchase up to 126 million shares of common stock that were then outstanding at a price of $34.00 per share in cash (the “Share Repurchase”). The tender offer expired on May 24, 2007 and 126 million shares of the Predecessor’s common stock were repurchased for an aggregate purchase price of $4.289 billion on June 4, 2007 utilizing proceeds from the Credit Agreement and subsequently retired.

• On December 20, 2007, the Predecessor completed its merger with Merger Sub, with the Predecessor surviving the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger, other than shares held by the Predecessor, the ESOP or Merger Sub immediately prior to the Merger (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was cancelled and automatically converted into the right to receive $34.00, without interest and less any applicable withholding taxes, and the Predecessor became wholly-owned by the ESOP. As a result, the Predecessor repurchased approximately 119 million shares for an aggregate purchase price of $4.032 billion.

• In the Merger, the Zell Entity received cash for the shares of the Predecessor’s common stock it had acquired pursuant to the Zell Entity Purchase Agreement and the Predecessor repaid the exchangeable promissory note held by the Zell Entity including approximately $6 million of accrued interest. In addition, the Predecessor paid to the Zell Entity a total of $5 million in legal fee reimbursements, of which $3 million was previously paid following the Share Repurchase described above. Following the consummation of the Merger, the Zell Entity purchased, for an aggregate of $315 million, a $255 million subordinated promissory note at stated interest rate of 4.64% and a 15-year warrant (the “Predecessor Warrants”). For accounting purposes, the subordinated promissory note and 15-year warrant were recorded at fair value of $255 million based on the relative fair value method. The warrant entitled the Zell Entityto purchase 43,478,261 shares of the Predecessor’s common stock (subject to adjustment), which then represented approximately 40% of the economic equity interest in the Predecessor following the Merger (on a fully-diluted basis, including after giving effect to share equivalents granted under a new management equity incentive plan which is described in Note 17). The warrant had an initial aggregate exercise price of $500 million, increasing by $10 million per year for the first 10 years of the warrant, for a maximum aggregate exercise price of $600 million (subject to adjustment). Thereafter and prior to the Petition Date, the Zell Entity assigned minority interests in the initial subordinated promissory note and the warrant, totaling approximately $65 million of the aggregate principal amount of the subordinated promissory note and warrants to purchase 12,611,610 shares, to certain permitted assignees, including entities controlled by certain members of the Predecessor’s board of directors and certain senior employees of Equity Group Investments, LLC (“EGI”), an affiliate of the Zell Entity. The subordinated promissory notes, which included $10 million of payable-in-kind interest recorded in 2008, were included in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, in accordance with the terms of the Plan, the warrants were cancelled and the $225 million subordinated promissory notes (including accrued and unpaid interest) were terminated and extinguished.

The Leveraged ESOP Transactions and certain debt financings were the subject of extensive review by the Debtors, including substantial document review and legal and factual analyses of these transactions as a result of the prepetition debt incurred and payments made by the Company in connection therewith. Additionally, the Creditors’ Committee and certain other constituencies undertook their own reviews and due diligence concerning these transactions, with which the Debtors cooperated.

On November 1, 2010, with authorization from the Bankruptcy Court, the Creditors’ Committee initiated two adversary proceedings: Official Comm. Of Unsecured Creditors v. JPMorganChase Bank, N.A. (In re Tribune Co.), Case No. 10-53963, (the “JPMorgan Complaint”) and Official Comm. Of Unsecured Creditors v. FitzSimons (In re Tribune Co.), Case No. 10-54010 (as subsequently modified, the “FitzSimons Complaint”), which assert claims and causes of action related to the Leveraged ESOP Transactions including, among other things, breach of duty, disgorgement, professional malpractice, constructive and intentional fraudulent transfer, and preferential transfer actions against certain of Tribune Company’s senior lenders and various non-lender parties, including current and former directors and officers of Tribune Company and its subsidiaries, certain advisors, certain former shareholders of Tribune Company and Samuel Zell and related entities. The Bankruptcy Court imposed a stay of proceedings with respect to the JPMorgan Complaint and the FitzSimons Complaint. With limited exceptions, the claims and causes of action set forth in the JPMorgan Complaint against JPMorgan and other senior lenders named as defendants therein were settled pursuant to the Plan. For administrative ease in effectuating the settlement embodied in the Plan, on April 2, 2012, the Creditors’ Committee initiated an additional adversary proceeding relating to the Leveraged ESOP Transactions against certain advisors to the Company, captioned Official Comm. Of Unsecured Creditors v. Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc. (In re Tribune Co.), Case No. 12-50446, (the “Committee Advisor Complaint”). The Committee Advisor Complaint re-states certain counts of the JPMorgan Complaint and seeks to avoid and recover the advisor fees paid to the defendants in connection with the Leveraged ESOP Transactions as alleged fraudulent and preferential transfers, seeks compensatory damages against the defendants for allegedly aiding and abetting breaches of fiduciary duty by the Company’s directors and officers, and seeks damages for professional malpractice against the defendants. The claims and causes of action set forth in the FitzSimons Complaint and the Committee Advisor Complaint were preserved under the Plan and transferred to the Litigation Trust established pursuant to the Plan. Pursuant to certain agreements between Reorganized Tribune Company and the Litigation Trust, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of these and other Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating thereto.

On or about June 2, 2011, Deutsche Bank, Law Debenture and WTC, as indenture trustees for Tribune Company’s senior noteholders and PHONES, and, separately, certain retirees, filed approximately 50 complaints in over 20 different federal and state courts, seeking to recover amounts paid to all former shareholders of Tribune Company whose stock was purchased or cash settled in conjunction with the Leveraged ESOP Transactions under state law constructive fraudulent transfer causes of action (collectively and as subsequently amended, the “SLCFC Actions”). Those complaints named over 2,000 individuals and entities as defendants, included thousands of “doe” defendants, and also asserted defendant class actions against the balance of the approximately 38,000 individuals or entities who held stock that was purchased or redeemed via the Leveraged ESOP Transactions. The named defendants also included a Debtor subsidiary of Reorganized Tribune Company, certain current employees of Reorganized Tribune Company and certain benefit plans of Reorganized Tribune Company. The SLCFC Actions were independent of the Litigation Trust Preserved Causes of Action and were brought for the sole benefit of the senior noteholders and PHONES and/or certain retirees and not for the benefit of all of the Company’s creditors.

On August 16, 2011, the plaintiffs in the SLCFC Actions filed a motion to have all the SLCFC Actions removed to federal court during the pre-trial stages through multi-district litigation (“MDL”) proceedings before a single judge. All but one of these actions were transferred on December 19, 2011 (or by additional orders filed in early January 2012) to the United States District Court for the Southern District of New York (the “NY District Court”) under the consolidated docket numbers 1:11-md-02296 and 1:12-mc-02296 for pre-trial proceedings. The NY District Court entered a case management order on February 23, 2012 allowing all pending motions to amend the complaints in the SLCFC Actions and directing the defendants to form an executive committee representing defendants with aligned common interests. The NY District Court imposed a stay of proceedings with respect to the SLCFC Actions for all other purposes. The one SLCFC Action that was not transferred to the NY District Court is pending before a state court. However, no current or former employees, directors, officers or subsidiaries of Reorganized Tribune Company are named defendants in that action.

In related actions, on December 19, 2011, the Zell Entity and related entities filed two lawsuits in Illinois state court alleging constructive fraudulent transfer against former shareholders of Tribune Company. These suits proposed to protect the Zell Entity’s right to share in any recovery from fraudulent conveyance actions against former shareholders. These actions were independent of the Litigation Trust Preserved Causes of Action. By order dated June 11, 2012, the MDL panel transferred one of the lawsuits to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings, while the other was subsequently voluntarily dismissed.

On March 15, 2012, the Bankruptcy Court entered an order, effective June 1, 2012, lifting the stay in each of the SLCFC Actions and the FitzSimons Complaint. On March 20, 2012, the MDL panel entered an order transferring the FitzSimons Complaint to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings. By order dated August 3, 2012, the MDL panel transferred the Committee Advisor Complaint to the NY District Court to be heard with the FitzSimons Complaint and the consolidated SLCFC Actions in the MDL proceedings. By order dated May 21, 2013, the MDL panel transferred 18 Preference Actions (as defined and described below) seeking to recover certain payments made by Tribune Company to certain of its current and former executives in connection with the Leveraged ESOP Transactions from the Bankruptcy Court to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings.

The NY District Court presiding over the MDL proceedings held a case management conference on July 10, 2012 for the purpose of establishing the organizational structure of the cases, a schedule for motions to dismiss and discovery and other issues related to the administration of such proceedings, but otherwise stayed all other activity. On September 7, 2012, the NY District Court issued a case management order (“Master Case Order No. 3”) designating liaison counsel for the plaintiffs and various defendant groups and approved the formation of the executive committee for plaintiffs’ counsel and defendants’ counsel. In accordance with Master Case Order No. 3, counsel for the defendants filed motions to dismiss the SLCFC Actions based on certain statutory and jurisdictional defenses (the “Phase One Motions to Dismiss”). The plaintiffs filed their responses to the Phase One Motions to Dismiss on December 21, 2012. The NY District Court heard oral arguments on the Phase One Motions to Dismiss on May 23, 2013 and on May 29, 2013 issued an order denying certain of those motions in their entirety and reserving a decision on certain defenses raised by the defendants. On September 23, 2013, the NY District Court entered an order dismissing the SLCFC Actions (except for the one action, pending in California state court, which had not been transferred to the MDL) and the related action filed by the Zell Entity that was consolidated with the SLCFC Actions. The plaintiffs in the SLCFC Actions filed a notice of appeal of that order on September 30, 2013. The defendants’ liaison counsel filed a joint notice of cross-appeal of that order on behalf of all represented defendants on October 28, 2013. The U.S. Court of Appeals for the Second Circuit heard oral arguments on the appeals on November 5, 2014. The appeals remain pending. No appeal of the order was lodged by the Zell Entity.

On June 4, 2013, the Litigation Trustee sought leave from the NY District Court to amend the FitzSimons Complaint and the Committee Advisor Complaint. The NY District Court granted that request on July 22, 2013, and the FitzSimons Complaint was amended on August 2, 2013 and the Committee Advisor Complaint was amended on August 13, 2013. On November 20, 2013, the NY District Court issued a case management order (“Master Case Order No. 4”), which authorized the Litigation Trustee to continue the FitzSimons Complaint in accordance with a court-ordered protocol. Thereafter, pursuant to Master Case Order No. 4, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain former shareholder defendants who received less than $50,000 on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions. On February 28, 2014, the NY District Court entered an order establishing a second protocol pursuant to Master Case Order No. 4 (the “Joint Dismissal Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if the amounts such defendants received on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions were below certain thresholds. Pursuant to the Joint Dismissal Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain additional former shareholder defendants. On April 24, 2014, the NY District Court entered an order establishing a third protocol pursuant to Master Case Order No. 4 (the “Conduit Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if such defendants were “mere conduits” and not transferees of transfers to holders of Tribune Company common stock in connection with the Leveraged ESOP Transactions. Pursuant to the Conduit Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain defendants and eliminated certain transfer amounts listed in the FitzSimons Complaint for which the corresponding defendants were mere conduits. Also on April 24, 2014, the NY District Court entered an order establishing a schedule and procedures for defendants and the Litigation Trustee to brief additional motions to dismiss the FitzSimons Complaint and the Committee Advisor Complaint (the “Phase Two Motions to Dismiss”). Briefing on the first of the contemplated Phase Two Motions to Dismiss, which sought to dismiss Count I of the FitzSimons Complaint against all former shareholder defendants, was completed on or about July 3, 2014 and that motion remains under advisement with the NY District Court.

Preference Actions—The Debtors and the Creditors’ Committee commenced numerous avoidance actions seeking to avoid and recover certain transfers that had been made to or for the benefit of various creditors within the 90 days prior to the Petition Date (or one year prior to the Petition Date, in the case of transfers to or for the benefit of current or former alleged “insiders,” as defined in the Bankruptcy Code, of the Debtors), which are commonly known as preference actions (the “Preference Actions”), shortly before the statute of limitation for bringing such actions expired on December 8, 2010. The Preference Actions for which the Debtors or Creditors’ Committee filed complaints were stayed by order of the Bankruptcy Court upon their filing.

Certain of the Preference Actions brought or tolled by the Creditors’ Committee were preserved and transferred to the Litigation Trust on or after the Effective Date. Certain of those Preference Actions were dismissed by the Litigation Trustee and, as noted above, 18 of those Preference Actions were transferred to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings. The Preference Actions that were transferred to the Litigation Trust, if successful, will inure to the benefit of the Debtors’ creditors that received interests in the Litigation Trust pursuant to the terms of the Plan. Certain other Preference Actions brought or tolled by the Creditors’ Committee were transferred to the Reorganized Debtors on or after the Effective Date. Those Preference Actions, along with the Preference Actions that were originally commenced by the Debtors and retained by the Reorganized Debtors pursuant to the Plan, have all been dismissed by the Reorganized Debtors, and the tolling agreements involving the Preference Actions that were transferred to or retained by the Reorganized Debtors have also been terminated or allowed to expire.

As part of the Chapter 11 claims process, a number of the Company’s former directors and officers who have been named in the FitzSimons Complaint and/or the Preference Actions that were transferred to the Litigation Trust have filed indemnity and other related claims against the Company for claims brought against them in these lawsuits. Under the Plan, such indemnity-type claims against the Company must be set off against any recovery by the Litigation Trust against any of the directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims.

Resolution of Outstanding Prepetition Claims—Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against a debtor, including most actions to collect prepetition indebtedness or to exercise control over the property of the debtor’s estate. Substantially all prepetition liabilities are subject to compromise under a plan of reorganization approved by the Bankruptcy Court. Shortly after commencing their Chapter 11 proceedings, the Debtors notified all known current or potential creditors of the Chapter 11 filings.

On March 23, 2009, the Debtors filed initial schedules with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Petition Date and Tribune CNLBC filed its initial schedules of assets and liabilities in October 2009 (as subsequently amended, the “Schedules of Assets and Liabilities”). The Schedules of Assets and Liabilities contain information identifying the Debtors’ executory contracts and unexpired leases, the creditors that may hold claims against the Debtors and the nature of such claims. On March 25, 2009, the Bankruptcy Court set June 12, 2009 as the general bar date, which was the final date by which most entities that wished to assert a prepetition claim against the Debtors were required to file a proof of claim in writing. On June 7, 2010, the Bankruptcy Court set July 26, 2010 as the general bar date for filing certain proofs of claim against Tribune CNLBC.

ASC Topic 852, “Reorganizations” requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business.

As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Additional claims were filed after the Effective Date, including to amend or supplement previously filed claims. Additional claims were also included in the Debtors’ respective Schedules of Assets and Liabilities which were filed with the Bankruptcy Court. Amounts and payment terms for these claims, if applicable, were established in the Plan. The filed proofs of claim asserted liabilities in excess of the amounts reflected in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 plus certain additional unliquidated and/or contingent amounts. During the Debtors’ Chapter 11 proceedings, the Debtors investigated the differences between the claim amounts recorded by the Debtors and claims filed by creditors. As of February 29, 2016, approximately 3,292 proofs of claim had been withdrawn or expunged as a result of the Debtors’ evaluation of the filed proofs of claim and their efforts to reduce and/or eliminate invalid, duplicative and/or over-stated claims. In addition, approximately 3,750 proofs of claim had been settled or otherwise satisfied pursuant to the terms of the Plan. However, as of February 29, 2016, 413 proofs of claim remain subject to further evaluation by Reorganized Tribune Company and further adjustments, of which 3 proofs of claim relate to Tribune Publishing Debtor cases and were assumed by Tribune Publishing in connection with the Publishing Spin-off. Adjustments may result from, among other things, negotiations with creditors, further orders of the Bankruptcy Court and, in certain instances, litigation. The ultimate amounts to be paid in settlement of each of these claims will continue to be subject to uncertainty for a period of time after the Effective Date. Although the allowed amount of these unresolved claims has not been determined, the Predecessor’s liabilities subject to compromise associated with these unresolved claims, if any, have been discharged upon emergence from Chapter 11 in exchange for the treatment outlined in the Plan.

Pursuant to the terms of the Plan and subject to certain specified exceptions, on the Effective Date, all executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed in accordance with, and subject to, the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code.

Reorganization Items, Net—ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business. Accordingly, revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported in reorganization items, net in the Successor’s and Predecessor’s Consolidated Statements of Operations included herein. Reorganization costs generally include provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts. Reorganization costs also include professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.

Reorganization items, net included in the Successor’s Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015 and in the Predecessor’s Consolidated Statements of Operations for December 31, 2012 consisted of the following (in thousands):

	Successor							Predecessor
	2015		2014		2013			December 31, 2012
Reorganization costs, net:
Professional advisory fees	$	270	$	4,272	$	13,515		$	—
Contract rejections and claim settlements	222		575		(446		)	—
Other	1,045		2,421		3,862			—
Total reorganization costs, net	1,537		7,268		16,931			—
Reorganization adjustments, net	—		—		—			(4,734,050		)
Fresh-start reporting adjustments, net	—		—		—			(3,550,264		)
Total reorganization items, net	$	1,537	$	7,268	$	16,931		$	(8,284,314	)

As provided by the Bankruptcy Code, the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) appointed an official committee of unsecured creditors (the “the Creditors’ Committee”) on December 18, 2008. Prior to the Effective Date, the Creditors’ Committee was entitled to be heard on most matters that came before the Bankruptcy Court with respect to the Debtors’ Chapter 11 cases. Among other things, the Creditors’ Committee consulted with the Debtors regarding the administration of the Debtors’ Chapter 11 cases, investigated matters relevant to the Chapter 11 cases, including the formulation of the Plan, advised unsecured creditors regarding the Chapter 11 cases, and generally performed any other services as were in the interests of the Debtors’ unsecured creditors. The Debtors were required to bear certain of the Creditors’ Committee’s costs and expenses, including those of their counsel and other professional advisors. Such costs are included in the Successor’s and Predecessor’s professional advisory fees. The appointment of the Creditors’ Committee terminated on the Effective Date, except with respect to the preparation and prosecution of the Creditors’ Committee’s requests for the payment of professional advisory fees and reimbursement of expenses, the evaluation of fee and expense requests of other parties, and the transfer of certain documents, information and privileges from the Creditors’ Committee to the Litigation Trust. Professional and advisory fees included in the above summary for 2013 also pertained to the post-emergence activities related to the implementation of the Plan and other transition costs attributable to the reorganization and the resolution of unresolved claims.

Other reorganization costs for 2015, 2014, 2013 and for December 31, 2012 pertained to administrative expenses directly related to the reorganization, including fees paid to the U.S. Trustee and the bankruptcy voting and claims administration agent.

The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and potentially in future periods. These expenses will include primarily professional advisory fees and other costs related to the resolution of unresolved claims.

Other reorganization items include adjustments recorded to reflect changes in the Predecessor’s capital structure as a consequence of the reorganization under Chapter 11 as well as adjustments recorded to reflect changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date (see Note 4 for further information).

Operating net cash outflows resulting from reorganization costs for 2015, 2014, and 2013 and for December 31, 2012 totaled $3 million, $8 million, $132 million and $74 million, respectively, and were principally for the payment of professional advisory fees and other fees in each year. All other items included in reorganization costs in 2015, 2014, and 2013 and for December 31, 2012 are primarily non-cash adjustments.

The Predecessor’s Consolidated Statement of Operations for December 31, 2012 included other reorganization items totaling $8.284 billion before taxes ($7.214 billion after taxes) arising from reorganization and fresh-start reporting adjustments, exclusive of a $104 million loss reflected in income (loss) from discontinued operations, net of taxes. Reorganization adjustments, which were recorded to reflect the settlement of prepetition liabilities and changes in the Predecessor’s capital structure arising from the implementation of the Plan, resulted in a net reorganization gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. Fresh-start reporting adjustments, which were recorded as a result of the adoption of fresh-start reporting as of the Effective Date in accordance with ASC Topic 852, resulted in a net gain of $3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. The net gain resulted primarily from adjusting the Predecessor’s net carrying values for certain assets and liabilities to their fair values in accordance with ASC Topic 805, “Business Combinations,” recording related adjustments to deferred income taxes and eliminating the Predecessor’s accumulated other comprehensive income (loss) as of the Effective Date. See Note 4 for additional information regarding these other reorganization items.

NOTE 4: FRESH-START REPORTING

Financial Statement Presentation—Reorganized Tribune Company adopted fresh-start reporting on the Effective Date in accordance with ASC Topic 852. All conditions required for the adoption of fresh-start reporting were satisfied by Reorganized Tribune Company on the Effective Date as (i) the ESOP, the holder of all of the Predecessor’s voting shares immediately before confirmation of the Plan, did not receive any voting shares of Reorganized Tribune Company or any other distributions under the Plan, and (ii) the reorganization value of the Predecessor’s assets was less than the postpetition liabilities and allowed prepetition claims.

The adoption of fresh-start reporting by Reorganized Tribune Company resulted in a new reporting entity for financial reporting purposes reflecting the Successor’s capital structure and with no beginning retained earnings (deficit) as of the Effective Date. Any presentation of the Company’s consolidated financial statements as of and for periods subsequent to the Effective Date represents the financial position, results of operations and cash flows of a new reporting entity and will not be comparable to any presentation of the Predecessor’s consolidated financial statements as of and for periods prior to the Effective Date, and the adoption of fresh-start reporting. The accompanying consolidated financial statements as of and for the year ended December 30, 2012 have not been adjusted to reflect any changes in the Predecessor’s capital structure as a result of the Plan nor have they been adjusted to reflect any changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting.

In accordance with ASC Topic 852, the Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes only (i) reorganization adjustments which resulted in a net gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes and (ii) fresh-start reporting adjustments which resulted in a net gain of $3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. These adjustments are further summarized and described below. The Predecessor’s Consolidated Statements of Operations and Cash Flows for December 31, 2012 exclude the results of operations and cash flows arising from the Predecessor’s business operations on December 31, 2012. Because the Predecessor’s December 31, 2012 results of operations and cash flows were not material, the Company elected to report them as part of Reorganized Tribune Company’s results of operations and cash flows for the first quarter of 2013.

Enterprise Value/Reorganization Value—ASC Topic 852 requires, among other things, a determination of the entity’s reorganization value and an allocation of such reorganization value, as of the Effective Date, to the fair value of its tangible assets, finite-lived intangible assets and indefinite-lived intangible assets in accordance with the provisions of ASC Topic 805. The reorganization value represents the amount of resources available, or that become available, for the satisfaction of postpetition liabilities and allowed prepetition claims, as negotiated between the entity’s debtors and their creditors. This value is viewed as the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets of the entity immediately after emergence from bankruptcy. In connection with the Debtors’ Chapter 11 cases, the Debtors’ financial advisor undertook a valuation analysis to determine the value available for distribution to holders of allowed prepetition claims. The distributable value of Reorganized Tribune was determined utilizing a combination of enterprise valuation methodologies, including a comparable company analysis, a discounted cash flow (“DCF”) analysis and a precedent transaction analysis, plus the estimated cash on hand as of the measurement date and the estimated fair value of the Company’s investments. The enterprise valuation methodologies are further described in the “Methodology, Analysis and Assumptions” section below. Based on then current and anticipated economic conditions and the direct impact of these conditions on Reorganized Tribune Company’s business, this analysis estimated a range of distributable value from the Debtors’ estates from $6.917 billion to $7.826 billion with an approximate mid-point of $7.372 billion. The confirmed Plan contemplates a distributable value of Reorganized Tribune Company of $7.372 billion. The distributable value implies an initial equity value for Reorganized Tribune Company of $4.536 billion after reducing the distributable value for cash distributed (or to be distributed) pursuant to the Plan and $1.100 billion of new debt. This initial equity value was the basis for determining the reorganization value in accordance with ASC Topic 805. The calculation of reorganization value is further described in the “Fresh-Start Condensed Consolidated Balance Sheet” section below.

Methodology, Analysis and Assumptions—The comparable company valuation analysis methodology estimates the enterprise value of a company based on a relative comparison with publicly traded companies with similar operating and financial characteristics to the subject company. Under this methodology, the Company’s financial advisor determined a range of multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to calculate the enterprise values of the Company’s publishing and broadcasting segments. The DCF analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the expected future cash flows to be generated by that asset or business. Under this methodology, projected future cash flows are discounted by the enterprise’s weighted average cost of capital (“WACC”). The WACC reflects the estimated blended rate of return that would be required by debt and equity investors to invest in the enterprise based on its capital structure. Utilizing the DCF analysis, the enterprise values of the Company’s publishing and broadcasting segments were determined by calculating the present value of the projected unlevered after-tax free cash flows through 2015 plus an estimate for the value of each segment for the period beyond 2015 known as the terminal value. The terminal value was derived by either applying a multiple to the projected EBITDA for the final year of the projection period (2015) or capitalizing the projected unlevered after-tax free cash flow in the same projection period using the WACC and an assumed perpetual growth rate, discounted back to the valuation date using the WACC, as appropriate. The precedent transactions valuation methodology is based on the enterprise values of companies involved in public merger and acquisition transactions that have operating and financial characteristics similar to the subject company. Under this methodology, the enterprise value is determined by an analysis of the consideration paid and the debt assumed in the identified merger and acquisition transactions and is usually expressed as a multiple of revenues or EBITDA. Utilizing this analysis, the Company’s financial advisor determined a range of multiples of EBITDA for the trailing 12 months from the measurement date to calculate the enterprise value for the Company’s broadcasting segment. The precedent transactions valuation methodology was not used for the Company’s publishing segment due to the lack of relevant transactions.

The Company’s financial advisor applied a weighted average of the above enterprise valuation methodologies to calculate the estimated ranges of enterprise values for the Company’s publishing and broadcasting segments. The relative weighting of each valuation methodology was based on the amount of publicly available information to determine the inputs used in the calculations. In addition, the Company’s financial advisor utilized a combination of these enterprise valuation methodologies, primarily the comparable company valuation analysis methodology, to calculate the estimated ranges of fair values of the Company’s investments. The ranges of enterprise values for the Company’s publishing and broadcasting segments and estimated fair values of the Company’s investments were added to the estimated cash on hand as of the measurement date to determine the estimated range of distributable value noted above.

Fresh-Start Condensed Consolidated Balance Sheet—The table below summarizes the Predecessor’s December 30, 2012 Condensed Consolidated Balance Sheet, the reorganization and fresh-start reporting adjustments that were made to that balance sheet as of December 31, 2012, and the resulting Successor’s Condensed Consolidated Balance Sheet as of December 31, 2012.

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	2,284,426		$	(1,853,852	)	(1)	$	—			$	430,574
Accounts receivable, net	491,164			—				—				491,164
Inventories	22,249			—				(3,901		)	(6)	18,348
Broadcast rights	151,576			—				(22,705		)	(6)	128,871
Income taxes receivable	65,475			—				—				65,475
Restricted cash and cash equivalents	—			186,823			(1)	—				186,823
Prepaid expenses and other	82,453			83,021			(1)(3)	(4,003		)	(6)	161,471
Total current assets	3,097,343			(1,584,008		)		(30,609		)		1,482,726
Properties
Property, plant and equipment	2,925,355			—				(2,048,186		)	(6)	877,169
Accumulated depreciation	(1,930,728		)	—				1,930,728			(6)	—
Net properties	994,627			—				(117,458		)		877,169
Other Assets
Broadcast rights	80,945			—				(16,700		)	(6)	64,245
Goodwill	409,432			—				1,992,594			(6)(7)	2,402,026
Other intangible assets, net	360,479			—				1,187,455			(6)	1,547,934
Restricted cash and cash equivalents	727,468			(727,468		)	(1)	—				—
Assets held for sale	8,853			—				1,247			(6)	10,100
Investments	605,420			—				1,618,893			(6)	2,224,313
Other	66,469			11,242			(5)	(12,944		)	(6)	64,767
Total other assets	2,259,066			(716,226		)		4,770,545				6,313,385
Total assets	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (Continued)

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Liabilities and Shareholder’s Equity (Deficit)
Current Liabilities
Current portion of term loan	$	—		$	6,843		(5)	$	—			$	6,843
Accrued reorganization costs	102,191			24,791			(1)(4)	—				126,982
Employee compensation and benefits	171,012			6,103			(1)(4)	—				177,115
Contracts payable for broadcast rights	109,894			61,595			(4)	(19,272		)	(6)	152,217
Income taxes payable	1,605			58,485			(1)(4)	—				60,090
Deferred revenue	76,909			—				(170		)	(6)	76,739
Accounts payable, accrued expenses and other current liabilities	141,845			95,392			(1)(4)(5)	(8,842		)	(6)	228,395
Total current liabilities	603,456			253,209				(28,284		)		828,381
Non-Current Liabilities
Term loan	—			1,082,157			(5)	—				1,082,157
Deferred income taxes	50,635			293,718			(1)(3)	969,399			(6)	1,313,752
Contracts payable for broadcast rights	67,839			21,791			(4)	(7,701		)	(6)	81,929
Contract intangibles	—			—				227,017			(6)	227,017
Pension obligations and postretirement and other benefits, net	540,618			9,763			(1)(4)	—				550,381
Other obligations	57,632			9,033			(1)(4)	(13,002		)	(6)	53,663
Total non-current liabilities	716,724			1,416,462				1,175,713				3,308,899
Liabilities Subject to Compromise	13,049,204			(13,049,204		)	(1)(4)	—				—
Common Shares Held by ESOP, net of Unearned Compensation	36,680			(36,680		)	(2)	—				—
Shareholder’s Equity (Deficit)
Common stock and additional paid-in capital	—			—				—				—
Stock purchase warrants	255,000			(255,000		)	(2)	—				—
Retained earnings (deficit)	(7,401,904		)	4,834,979			(1)(2)	2,566,925			(6)	—
Accumulated other comprehensive income (loss)	(908,124		)	—				908,124			(6)	—
Common stock – Reorganized Tribune Company	—			83			(1)	—				83
Additional paid-in capital – Reorganized Tribune Company	—			4,535,917			(1)	—				4,535,917
Total shareholder’s equity (deficit)	(8,055,028		)	9,115,979				3,475,049				4,536,000
Total liabilities and shareholder’s equity (deficit)	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

(1) Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):

Liabilities subject to compromise on the Effective Date	$	13,049,204
Less: Liabilities assumed and reinstated on the Effective Date	(169,513		)
Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments	(50,488		)
Liabilities subject to compromise and settled on the Effective Date	12,829,203
Less: Cash distributions on settled claims	(3,515,996		)
Less: Issuance of Common Stock and Warrants	(4,536,000		)
Gain on settlement of liabilities subject to compromise	4,777,207
Less: Valuation allowance on non-interest bearing loan to the Litigation Trust	(20,000		)
Less: Professional advisory fees incurred due to emergence from Chapter 11	(14,136		)
Less: Other reorganization adjustments, net	(4,372		)
Total reorganization adjustments before taxes	4,738,699
Less: Income taxes on reorganization adjustments	(195,400		)
Net reorganization gain after taxes (1)	$	4,543,299

(1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).

In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.

On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11.

Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

(2) As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

(3) Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

(4) Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights.

(5) On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility.

The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):

Current portion of term loan:
Portion due within one year	$	8,250
Less: Current portion of debt discount	(1,407		)
Current portion of term loan	$	6,843
Non-current portion of term loan:
Issuance of term loan	$	1,100,000
Less: Debt discount of 1%	(11,000		)
Less: Current portion of term loan	(6,843		)
Non-current portion of term loan	$	1,082,157

Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

(6) The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date.

The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):

Fair value adjustments to net properties	$	(116,211	)
Fair value adjustments to intangibles	1,186,701
Fair value adjustments to investments	1,615,075
Fair value adjustments to broadcast rights and other contracts	(234,098		)
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill	1,992,594
Other fair value adjustments, net	(1,131		)
Elimination of accumulated other comprehensive income (loss)	(1,070,764		)
Gain from fresh-start reporting adjustments before taxes	3,372,166
Less: Income taxes attributable to fair value adjustments	(805,241		)
Net gain from fresh-start reporting adjustments after taxes (1)	$	2,566,925

(1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.

Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.

Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.

Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.

Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

(7) As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):

Determination of goodwill:
Enterprise value of Reorganized Tribune Company	$	5,194,426
Plus: Cash and cash equivalents	430,574
Plus: Fair value of liabilities (excluding debt)	3,048,280
Total reorganization value to be allocated to assets	8,673,280
Less: Fair value assigned to tangible and identifiable intangible assets	(6,271,254		)
Reorganization value allocated to goodwill	$	2,402,026

Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations.

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Fresh-Start Reporting

12 Months Ended

Dec. 31, 2015

Reorganizations [Abstract]

Fresh-Start Reporting

NOTE 3: PROCEEDINGS UNDER CHAPTER 11

Chapter 11 Reorganization—On December 8, 2008 (the “Petition Date”), Tribune Company and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (collectively, the “Chapter 11 Petitions”) under chapter 11 (“Chapter 11”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 12, 2009, Tribune CNLBC, LLC (formerly known as Chicago National League Ball Club, LLC) (“Tribune CNLBC”), which held the majority of the assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”), also filed a Chapter 11 Petition and thereafter became a Debtor. As further described below, a plan of reorganization for the Debtors became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). On March 16, 2015 and July 24, 2015, the Bankruptcy Court entered final decrees closing 96 of the Debtors’ Chapter 11 cases. The remaining Debtors’ Chapter 11 proceedings continue to be jointly administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.

The Company’s consolidated financial statements for December 31, 2012 include the accounts of the Debtors and certain direct and indirect wholly-owned subsidiaries which had not filed petitions for relief under Chapter 11 of the Bankruptcy Code as of or subsequent to the Petition Date and were, therefore, not Debtors as of December 31, 2012.

From the Petition Date and until the Effective Date, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable orders of the Bankruptcy Court. In general, as debtors-in-possession, the Debtors were authorized under Chapter 11 of the Bankruptcy Code to continue to operate as ongoing businesses, but could not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Where appropriate, the Company and its business operations as conducted on or prior to December 30, 2012 are also herein referred to collectively as the “Predecessor.” The Company and its business operations as conducted on or subsequent to the Effective Date are also herein referred to collectively as the “Successor,” “Reorganized Debtors” or “Reorganized Tribune Company.”

Plan of Reorganization—In order to emerge from Chapter 11, a Chapter 11 plan that satisfies the requirements of the Bankruptcy Code and provides for emergence from bankruptcy as a going concern must be proposed and confirmed by a bankruptcy court. A plan of reorganization addresses, among other things, prepetition obligations, sets forth the revised capital structure of the newly-reorganized entities and provides for their corporate governance subsequent to emergence from court supervision under Chapter 11.

On April 12, 2012, the Debtors, Oaktree Capital Management, L.P. (“Oaktree”), Angelo, Gordon & Co. L.P. (“AG”), the Creditors’ Committee (defined below) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with the Debtors, Oaktree, AG and the Creditors’ Committee, the “Plan Proponents”) filed the Fourth Amended Joint Plan of Reorganization for Tribune Company and its Subsidiaries with the Bankruptcy Court (as subsequently modified by the Plan Proponents, the “Plan”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Plan (the “Confirmation Order”). The Plan constitutes a separate plan of reorganization for each of the Debtors and sets forth the terms and conditions of the Debtors’ reorganization. See the “Terms of the Plan” section below for a description of the terms and conditions of the confirmed Plan.

The Debtors’ plan of reorganization was the product of extensive negotiations and contested proceedings before the Bankruptcy Court, principally relating to the resolution of certain claims and causes of action arising between certain of the Company’s creditors in connection with the series of transactions (collectively, the “Leveraged ESOP Transactions”) consummated by the Predecessor and the Tribune Company employee stock ownership plan (the “ESOP”), EGI-TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007.

The Debtors’ emergence from bankruptcy as a restructured company was subject to the consent of the Federal Communications Commission (the “FCC”) for the assignment of the Debtors’ FCC broadcast and auxiliary station licenses to the Reorganized Debtors. On April 28, 2010, the Debtors filed applications with the FCC to obtain FCC approval for the assignment of the FCC licenses from the Debtors as “debtors-in possession” to the Reorganized Debtors. On November 16, 2012, the FCC released a Memorandum Opinion and order (the “Exit Order”) granting the Company’s applications to assign its broadcast and auxiliary station licenses from the debtors-in-possession to the Company’s licensee subsidiaries. In the Exit Order, the FCC granted the Reorganized Debtors a permanent newspaper/broadcast cross-ownership waiver in the Chicago market, temporary newspaper/broadcast cross-ownership waivers in the New York, Los Angeles, Miami-Fort Lauderdale and Hartford-New Haven markets and two other waivers permitting common ownership of television stations in Connecticut and Indiana. See the “FCC Regulation” section of Note 13 for further information.

Following receipt of the FCC’s consent to the implementation of the Plan, but prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies.

On the Effective Date, all of the conditions precedent to the effectiveness of the Plan were satisfied or waived, the Debtors emerged from Chapter 11, and the settlements, agreements and transactions contemplated by the Plan to be effected on the Effective Date were implemented, including, among other things, the appointment of a new board of directors and the initiation of distributions to creditors. As a result, the ownership of the Company changed from the ESOP to certain of the Company’s creditors on the Effective Date. On January 17, 2013, the board of directors of Reorganized Tribune Company (the “Board”) appointed a chairman of the Board and a new chief executive officer. Such appointments were effective immediately.

In connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Company was forgiven, (iii) all of the Company’s $0.01 par value common stock held by the ESOP was canceled, including the 8,294,000 of the shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012 (as further described below) and (iv) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC. See Note 14 for further information. On the Effective Date, the $37 million reported as common shares held by ESOP, net of unearned compensation, was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) as part of the Successor’s adoption of fresh-start reporting. Furthermore, on the Effective Date the Predecessor Warrants (as defined and described below) were cancelled and the $225 million subordinated promissory note due December 20, 2018 (including accrued and unpaid interest) was terminated and extinguished. As a result of the cancellation of the Predecessor Warrants, the $255 million fair value attributed to the Predecessor Warrants was eliminated and recorded as a direct adjustment to the Predecessor’s retained earnings (deficit) on the Effective Date as part of the Successor’s adoption of fresh-start reporting. See Note 4 for additional information on the adoption of fresh-start reporting.

Terms of the Plan—The following is a summary of the material settlements and other agreements entered into, distributions made and transactions consummated by the Company on or about the Effective Date pursuant to, and in accordance with, the terms of the Plan. The following summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan and the agreements and other documents related thereto, including those described below.

• Cancellation of certain prepetition obligations: On the Effective Date, the Debtors’ prepetition equity (other than equity interests in subsidiaries of Tribune Company), debt and certain other obligations were cancelled, terminated and/or extinguished, including: (i) the 56,521,739 shares of the Predecessor’s $0.01 par value common stock held by the ESOP, (ii) the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders, (iii) the aggregate $225 million subordinate promissory notes (including accrued and unpaid interest) held by the Zell Entity and certain other minority interest holders, (iv) all of the Predecessor’s other outstanding notes and debentures and the indentures governing such notes and debentures (other than for purposes of allowing holders of the notes to receive distributions under the Plan and allowing the trustees for the senior noteholders and the holders of the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”) to exercise certain limited rights), and (v) the Predecessor’s prepetition credit facilities applicable to the Debtors (other than for purposes of allowing creditors under a $8.028 billion senior secured credit agreement (as amended, the “Credit Agreement”) to receive distributions under the Plan and allowing the administrative agent for such facilities to exercise certain limited rights).

• Assumption of prepetition executory contracts and unexpired leases: On the Effective Date, any prepetition executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed by the applicable Reorganized Debtors, including certain prepetition executory contracts for broadcast rights.

• Distributions to Creditors: On the Effective Date (or as soon as practicable thereafter), (i) holders of allowed senior loan claims received approximately $2.9 billion in cash, approximately 98.2 million shares of Common Stock and Warrants (as defined and described below), plus interests in the Litigation Trust (as defined and described below), (ii) holders of allowed claims related to a $1.6 billiontwelve-month bridge facility entered into on December 20, 2007 (the “Bridge Facility”) received a pro rata share of $65 million in cash (equal to approximately 3.98% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iii) holders of allowed senior noteholder claims (including the fee claims of indenture trustees for the senior notes) received a pro rata share of either $431 million of cash or a “strip” of consideration consisting of 6.27% of the proceeds from a term loan facility (see the “Exit Financing Facilities” section of Note 10), common stock or warrants in Reorganized Tribune Company and cash (collectively, a “Strip”) (on average, equal to approximately 33.3% of their allowed claim) plus interests in the Litigation Trust (as defined and described below), (iv) holders of allowed other parent claims received either (a) cash or a Strip in an amount equal to approximately 35.18% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million or (b) cash or a Strip in an amount equal to approximately 32.73% of their allowed claim plus a pro rata share of additional cash or a Strip, as applicable, of approximately $2 million plus interests in the Litigation Trust (as defined and described below), (v) holders of allowed general unsecured claims against the Debtors other than Tribune Company and convenience claims against Tribune Company received cash in an amount equal to 100% of their allowed claim, and (vi) holders of unclassified claims, priority non-tax claims and certain other secured claims received cash in an amount equal to 100% of their allowed claim. In the aggregate, Reorganized Tribune Company distributed approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants (as defined and described below) with a fair value determined pursuant to the Plan of approximately $4.536 billion and interests in the Litigation Trust (as defined and described below). The cash distribution included the $727 million of restricted cash and cash equivalents and the proceeds from a term loan which was entered into on the Effective Date and subsequently extinguished in 2013 (see the “Exit Financing Facilities” section of Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to certain restricted accounts for the limited purpose of funding certain future claim payments and professional fees.

In addition, on the Effective Date, letters of credit issued under the Predecessor’s debtor-in-possession facility were replaced with new letters of credit under a new revolving credit facility and subsequently terminated. All allowed priority tax and non-tax claims and other secured claims not paid on the Effective Date and subsidiary interests were reinstated and allowed administrative expense claims will be paid in full when due.

• Issuance of new equity securities: Effective as of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and 4,455,767 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock,” and together with Class A Common Stock, “Common Stock”). Any holder (with the exception of AG, JPMorgan and Oaktree, each of which previously submitted ownership information to the FCC) who possessed greater than 4.99% of the Class A Common stock after allocation of the Warrants and holders making voluntary elections, were instead allocated Class B Common Stock until such holder’s Class A Common Stock represented no more than 4.99% of Reorganized Tribune Company’s Class A Common Stock in order to comply with the FCC ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of the Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitation noted above, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. In addition, on the Effective Date, Reorganized Tribune Company entered into a warrant agreement (the “Warrant Agreement”), pursuant to which Reorganized Tribune Company issued 16,789,972 warrants to purchase Common Stock (the “Warrants”). Reorganized Tribune Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions.

Furthermore, pursuant to Reorganized Tribune Company’s certificate of incorporation and the Warrant Agreement, in the event Reorganized Tribune Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of Reorganized Tribune Company under any federal communications laws, or subject Reorganized Tribune Company to any regulation under any federal communications laws to which Reorganized Tribune Company would not be subject, but for such ownership or proposed ownership, Reorganized Tribune Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by Reorganized Tribune Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of Reorganized Tribune Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of Reorganized Tribune Company for Warrants to acquire the same number and class of shares of capital stock in Reorganized Tribune Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise other appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation. As permitted under the Plan, the Reorganized Debtors have adopted an equity incentive plan for the purpose of granting awards to directors, officers and employees of Reorganized Tribune Company and its subsidiaries.

• Registration Rights Agreement: On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to AG (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. See Note 16 for further information.

• Exit credit facilities: On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”), the proceeds of which were used to fund certain required distributions to creditors under the Plan. In addition, on the Effective Date, Reorganized Tribune Company, along with certain of its reorganized operating subsidiaries as additional borrowers, entered into a secured asset-based revolving credit facility of up to $300 million, subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A., to fund ongoing operations. See the “Exit Financing Facilities” section of Note 10 for further information.

• Settlement of certain causes of action related to the Leveraged ESOP Transactions: The Plan provided for the settlement of certain causes of action arising in connection with the Leveraged ESOP Transactions, against the lenders under the Credit Agreement, JPMorgan as administrative agent under the Credit Agreement, the agents, arrangers, joint bookrunner and other similar parties under the Credit Agreement, the lenders under the Bridge Facility and the administrative agent under the Bridge Facility. It also included a “Step Two/Disgorgement Settlement” of claims for disgorgement of prepetition payments made by the Predecessor on account of the debt incurred in connection with the closing of the second step of the Leveraged ESOP Transactions on December 20, 2007 against parties who elected to participate in such settlement. These settlements resulted in incremental recovery to creditors other than lenders under the Credit Agreement and the Bridge Facility of approximately $521 million above their “natural” recoveries absent such settlements.

• The Litigation Trust: On the Effective Date, except for those claims released as part of the settlements described above, all other causes of action related to the Leveraged ESOP Transactions held by the Debtors’ estates and preserved pursuant to the terms of the Plan (the “Litigation Trust Preserved Causes of Action”) were transferred to a litigation trust formed, pursuant to the Plan, to pursue the Litigation Trust Preserved Causes of Action for the benefit of certain creditors that received interests in the litigation trust as part of their distributions under the Plan (the “Litigation Trust”). The Litigation Trust is managed by an independent third party trustee (the “Litigation Trustee”) and advisory board and, pursuant to the terms of the agreements forming the Litigation Trust, Reorganized Tribune Company is not able to exert any control or influence over the administration of the Litigation Trust, the pursuit of the Litigation Trust Preserved Causes of Action or any other activities of the Litigation Trust. In connection with the formation of the Litigation Trust, and pursuant to the terms of the Plan, Reorganized Tribune Company entered into a credit agreement (the “Litigation Trust Loan Agreement”) with the Litigation Trust whereby Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust on the Effective Date. Subject to the Litigation Trust’s right to maintain an expense fund of up to $25 million, under the terms of the Litigation Trust Loan Agreement, the Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Concurrent with the disbursement of the $20 million loan to the Litigation Trust on the Effective Date, the Predecessor recorded a valuation allowance of $20 million against the principal balance of the loan given the uncertainty as to the timing and amount of principal repayments to be received in the future. The charge to establish the valuation allowance is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 (see Note 4 for further information). In addition, pursuant to certain agreements entered into between Reorganized Tribune Company and the Litigation Trust, on the Effective Date in accordance with the Plan, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of the Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating to the Litigation Trust Preserved Causes of Action, provided, however, that the Litigation Trust is required to reimburse Reorganized Tribune Company for reasonable and documented out-of-pocket expenses, subject to limited exceptions, in performing its obligations under such agreements up to a cap of $625,000. Reorganized Tribune Company has the right to petition the Bankruptcy Court to increase the cap upon a showing that Reorganized Tribune Company’s costs significantly exceed $625,000. On January 4, 2013, Reorganized Tribune Company filed a notice with the Bankruptcy Court stating that, in the opinion of the independent valuation expert retained by Reorganized Tribune Company, the fair market value of the Litigation Trust Preserved Causes of Action as of the Effective Date was $358 million.

• Other Plan provisions: The Plan and Confirmation Order also contain various discharges, injunctive provisions and releases that became operative on the Effective Date.

Since the Effective Date, Reorganized Tribune Company has substantially consummated the various transactions contemplated under the Plan. In particular, Reorganized Tribune Company has made all distributions of cash, Common Stock and Warrants that were required to be made under the terms of the Plan to creditors holding allowed claims as of December 31, 2012. Claims of general unsecured creditors that become allowed on or after the Effective Date have been or will be paid on the next quarterly distribution date after such allowance.

Pursuant to the terms of the Plan, the Company is also obligated to make certain additional payments to certain creditors, including certain distributions that may become due and owing subsequent to the Effective Date and certain payments to holders of administrative expense priority claims and fees earned by professional advisors during the Chapter 11 proceedings. As described above, on the Effective Date, Reorganized Tribune Company held restricted cash of $187 million which is estimated to be sufficient to satisfy such obligations. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million and is estimated to be sufficient to satisfy such obligations. If the aggregate allowed amount of the remaining claims exceeds the restricted cash held for satisfying such claims, the Company would be required to satisfy the allowed claims from its cash on hand from operations.

Confirmation Order Appeals—Notices of appeal of the Confirmation Order were filed on July 23, 2012 by (i) Aurelius Capital Management, LP (“Aurelius”), on behalf of its managed entities that were holders of the Predecessor’s senior notes and PHONES and (ii) Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and the 7.25% debentures due 2096, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), successor trustee under the indentures for the Predecessor’s prepetition medium-term notes due 2008, 4.875% notes due 2010, 5.25% notes due 2015, 7.25% debentures due 2013 and 7.5% debentures due 2023. Additional notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor indenture trustee for the PHONES, and on August 3, 2012 by the Zell Entity (the Zell Entity, together with Aurelius, Law Debenture, Deutsche Bank and WTC, the “Appellants”). The confirmation appeals were transmitted to the United States District Court for the District of Delaware (the “Delaware District Court”) and were consolidated, together with two previously-filed appeals by WTC of the Bankruptcy Court’s orders relating to certain provisions in the Plan, under the caption Wilmington Trust Co. v. Tribune Co. (In re Tribune Co.), Case Nos. 12-cv-128, 12-mc-108, 12-cv-1072, 12-cv-1073, 12-cv-1100 and 12-cv-1106. Case No. 12-mc-108 was closed without disposition on January 14, 2014.

The Appellants seek, among other relief, to overturn the Confirmation Order and certain prior orders of the Bankruptcy Court, including the settlement of certain claims and causes of action related to the Leveraged ESOP Transactions that was embodied in the Plan (see above for a description of the terms and conditions of the confirmed Plan). WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its permitted assignees, respectively. There is currently no stay of the Confirmation Order in place pending resolution of the confirmation-related appeals. In January 2013, Reorganized Tribune Company filed a motion to dismiss the appeals as equitably moot, based on the substantial consummation of the Plan. On June 18, 2014, the Delaware District Court entered an order granting in part and denying in part the motion to dismiss. The effect of the order was to dismiss all of the appeals, with the exception of the relief requested by the Zell Entity concerning the priority in right of payment of the subordinated promissory notes held by the Zell Entity and its permitted assignees with respect to any state law fraudulent transfer claim recoveries from a Creditor Trust that was proposed to be formed under a prior version of the Plan, but was not formed under the Plan as confirmed by the Bankruptcy Court. The Delaware District Court vacated the Bankruptcy Court’s ruling to the extent it opined on that issue. On July 16, 2014, Aurelius, Law Debenture and Deutsche Bank timely appealed the Delaware District Court’s order to the U.S. Court of Appeals for the Third Circuit. On August 19, 2015, the Third Circuit affirmed the Delaware District Court’s dismissal of Aurelius’s appeal of the Confirmation Order. The Third Circuit, however, reversed the Delaware District Court’s dismissal of Law Debenture’s and Deutsche Bank’s appeals of the Confirmation Order, and remanded those appeals to the District Court for further proceedings on the merits. On September 11, 2015, the Third Circuit denied Aurelius’s petition for en banc review of the court’s decision and on January 11, 2016, Aurelius filed a petition for writ of certiorari to the U.S. Supreme Court. That petition remains pending. If the Appellants succeed on appeal, including on any appeal of the Third Circuit’s order, the Company’s financial condition may be adversely affected.

Certain Causes of Action Arising From the Leveraged ESOP Transactions—On April 1, 2007, the Predecessor’s board of directors (the “Predecessor Board”), based on the recommendation of a special committee of the Predecessor Board comprised entirely of independent directors, approved the Leveraged ESOP Transactions with the ESOP, the Zell Entity and Samuel Zell. On December 20, 2007, the Predecessor completed the Leveraged ESOP Transactions, which culminated in the cancellation of all issued and outstanding shares of the Predecessor’s common stock as of that date, other than shares held by the Predecessor or the ESOP, and with the Predecessor becoming wholly-owned by the ESOP. The Leveraged ESOP Transactions consisted of a series of transactions that included the following:

• On April 1, 2007, the Predecessor entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, a separate trust which forms a part of the ESOP, Tesop Corporation, a Delaware corporation wholly-owned by the ESOP (“Merger Sub”), and the Zell Entity (solely for the limited purposes specified therein) providing for Merger Sub to be merged with and into Tribune Company, and following such merger, the Predecessor to continue as the surviving corporation wholly-owned by the ESOP (the “Merger”).

• On April 1, 2007, the ESOP purchased 8,928,571 shares of the Predecessor’s common stock at a price of $28.00 per share. The ESOP paid for this purchase with a promissory note in the principal amount of $250 million, to be repaid by the ESOP over the 30-year life of the loan through its use of annual contributions from the Predecessor to the ESOP and/or distributions paid on the shares of common stock held by the ESOP. Upon consummation of the Merger (as described below), the 8,928,571 shares of the Predecessor’s common stock held by the ESOP were converted into 56,521,739 shares of common stock and represented the only outstanding shares of capital stock of the Predecessor after the Merger. Approximately 8,294,000 of the shares held by the ESOP were committed for release or allocated to employees at December 30, 2012. On April 25, 2007, the Predecessor commenced a tender offer to repurchase up to 126 million shares of common stock that were then outstanding at a price of $34.00 per share in cash (the “Share Repurchase”). The tender offer expired on May 24, 2007 and 126 million shares of the Predecessor’s common stock were repurchased for an aggregate purchase price of $4.289 billion on June 4, 2007 utilizing proceeds from the Credit Agreement and subsequently retired.

• On December 20, 2007, the Predecessor completed its merger with Merger Sub, with the Predecessor surviving the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger, other than shares held by the Predecessor, the ESOP or Merger Sub immediately prior to the Merger (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was cancelled and automatically converted into the right to receive $34.00, without interest and less any applicable withholding taxes, and the Predecessor became wholly-owned by the ESOP. As a result, the Predecessor repurchased approximately 119 million shares for an aggregate purchase price of $4.032 billion.

• In the Merger, the Zell Entity received cash for the shares of the Predecessor’s common stock it had acquired pursuant to the Zell Entity Purchase Agreement and the Predecessor repaid the exchangeable promissory note held by the Zell Entity including approximately $6 million of accrued interest. In addition, the Predecessor paid to the Zell Entity a total of $5 million in legal fee reimbursements, of which $3 million was previously paid following the Share Repurchase described above. Following the consummation of the Merger, the Zell Entity purchased, for an aggregate of $315 million, a $255 million subordinated promissory note at stated interest rate of 4.64% and a 15-year warrant (the “Predecessor Warrants”). For accounting purposes, the subordinated promissory note and 15-year warrant were recorded at fair value of $255 million based on the relative fair value method. The warrant entitled the Zell Entityto purchase 43,478,261 shares of the Predecessor’s common stock (subject to adjustment), which then represented approximately 40% of the economic equity interest in the Predecessor following the Merger (on a fully-diluted basis, including after giving effect to share equivalents granted under a new management equity incentive plan which is described in Note 17). The warrant had an initial aggregate exercise price of $500 million, increasing by $10 million per year for the first 10 years of the warrant, for a maximum aggregate exercise price of $600 million (subject to adjustment). Thereafter and prior to the Petition Date, the Zell Entity assigned minority interests in the initial subordinated promissory note and the warrant, totaling approximately $65 million of the aggregate principal amount of the subordinated promissory note and warrants to purchase 12,611,610 shares, to certain permitted assignees, including entities controlled by certain members of the Predecessor’s board of directors and certain senior employees of Equity Group Investments, LLC (“EGI”), an affiliate of the Zell Entity. The subordinated promissory notes, which included $10 million of payable-in-kind interest recorded in 2008, were included in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, in accordance with the terms of the Plan, the warrants were cancelled and the $225 million subordinated promissory notes (including accrued and unpaid interest) were terminated and extinguished.

The Leveraged ESOP Transactions and certain debt financings were the subject of extensive review by the Debtors, including substantial document review and legal and factual analyses of these transactions as a result of the prepetition debt incurred and payments made by the Company in connection therewith. Additionally, the Creditors’ Committee and certain other constituencies undertook their own reviews and due diligence concerning these transactions, with which the Debtors cooperated.

On November 1, 2010, with authorization from the Bankruptcy Court, the Creditors’ Committee initiated two adversary proceedings: Official Comm. Of Unsecured Creditors v. JPMorganChase Bank, N.A. (In re Tribune Co.), Case No. 10-53963, (the “JPMorgan Complaint”) and Official Comm. Of Unsecured Creditors v. FitzSimons (In re Tribune Co.), Case No. 10-54010 (as subsequently modified, the “FitzSimons Complaint”), which assert claims and causes of action related to the Leveraged ESOP Transactions including, among other things, breach of duty, disgorgement, professional malpractice, constructive and intentional fraudulent transfer, and preferential transfer actions against certain of Tribune Company’s senior lenders and various non-lender parties, including current and former directors and officers of Tribune Company and its subsidiaries, certain advisors, certain former shareholders of Tribune Company and Samuel Zell and related entities. The Bankruptcy Court imposed a stay of proceedings with respect to the JPMorgan Complaint and the FitzSimons Complaint. With limited exceptions, the claims and causes of action set forth in the JPMorgan Complaint against JPMorgan and other senior lenders named as defendants therein were settled pursuant to the Plan. For administrative ease in effectuating the settlement embodied in the Plan, on April 2, 2012, the Creditors’ Committee initiated an additional adversary proceeding relating to the Leveraged ESOP Transactions against certain advisors to the Company, captioned Official Comm. Of Unsecured Creditors v. Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc. (In re Tribune Co.), Case No. 12-50446, (the “Committee Advisor Complaint”). The Committee Advisor Complaint re-states certain counts of the JPMorgan Complaint and seeks to avoid and recover the advisor fees paid to the defendants in connection with the Leveraged ESOP Transactions as alleged fraudulent and preferential transfers, seeks compensatory damages against the defendants for allegedly aiding and abetting breaches of fiduciary duty by the Company’s directors and officers, and seeks damages for professional malpractice against the defendants. The claims and causes of action set forth in the FitzSimons Complaint and the Committee Advisor Complaint were preserved under the Plan and transferred to the Litigation Trust established pursuant to the Plan. Pursuant to certain agreements between Reorganized Tribune Company and the Litigation Trust, Reorganized Tribune Company is required to reasonably cooperate with the Litigation Trustee in connection with the Litigation Trustee’s pursuit of these and other Litigation Trust Preserved Causes of Action by providing reasonable access to records and information relating thereto.

On or about June 2, 2011, Deutsche Bank, Law Debenture and WTC, as indenture trustees for Tribune Company’s senior noteholders and PHONES, and, separately, certain retirees, filed approximately 50 complaints in over 20 different federal and state courts, seeking to recover amounts paid to all former shareholders of Tribune Company whose stock was purchased or cash settled in conjunction with the Leveraged ESOP Transactions under state law constructive fraudulent transfer causes of action (collectively and as subsequently amended, the “SLCFC Actions”). Those complaints named over 2,000 individuals and entities as defendants, included thousands of “doe” defendants, and also asserted defendant class actions against the balance of the approximately 38,000 individuals or entities who held stock that was purchased or redeemed via the Leveraged ESOP Transactions. The named defendants also included a Debtor subsidiary of Reorganized Tribune Company, certain current employees of Reorganized Tribune Company and certain benefit plans of Reorganized Tribune Company. The SLCFC Actions were independent of the Litigation Trust Preserved Causes of Action and were brought for the sole benefit of the senior noteholders and PHONES and/or certain retirees and not for the benefit of all of the Company’s creditors.

On August 16, 2011, the plaintiffs in the SLCFC Actions filed a motion to have all the SLCFC Actions removed to federal court during the pre-trial stages through multi-district litigation (“MDL”) proceedings before a single judge. All but one of these actions were transferred on December 19, 2011 (or by additional orders filed in early January 2012) to the United States District Court for the Southern District of New York (the “NY District Court”) under the consolidated docket numbers 1:11-md-02296 and 1:12-mc-02296 for pre-trial proceedings. The NY District Court entered a case management order on February 23, 2012 allowing all pending motions to amend the complaints in the SLCFC Actions and directing the defendants to form an executive committee representing defendants with aligned common interests. The NY District Court imposed a stay of proceedings with respect to the SLCFC Actions for all other purposes. The one SLCFC Action that was not transferred to the NY District Court is pending before a state court. However, no current or former employees, directors, officers or subsidiaries of Reorganized Tribune Company are named defendants in that action.

In related actions, on December 19, 2011, the Zell Entity and related entities filed two lawsuits in Illinois state court alleging constructive fraudulent transfer against former shareholders of Tribune Company. These suits proposed to protect the Zell Entity’s right to share in any recovery from fraudulent conveyance actions against former shareholders. These actions were independent of the Litigation Trust Preserved Causes of Action. By order dated June 11, 2012, the MDL panel transferred one of the lawsuits to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings, while the other was subsequently voluntarily dismissed.

On March 15, 2012, the Bankruptcy Court entered an order, effective June 1, 2012, lifting the stay in each of the SLCFC Actions and the FitzSimons Complaint. On March 20, 2012, the MDL panel entered an order transferring the FitzSimons Complaint to the NY District Court to be heard with the consolidated SLCFC Actions in the MDL proceedings. By order dated August 3, 2012, the MDL panel transferred the Committee Advisor Complaint to the NY District Court to be heard with the FitzSimons Complaint and the consolidated SLCFC Actions in the MDL proceedings. By order dated May 21, 2013, the MDL panel transferred 18 Preference Actions (as defined and described below) seeking to recover certain payments made by Tribune Company to certain of its current and former executives in connection with the Leveraged ESOP Transactions from the Bankruptcy Court to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings.

The NY District Court presiding over the MDL proceedings held a case management conference on July 10, 2012 for the purpose of establishing the organizational structure of the cases, a schedule for motions to dismiss and discovery and other issues related to the administration of such proceedings, but otherwise stayed all other activity. On September 7, 2012, the NY District Court issued a case management order (“Master Case Order No. 3”) designating liaison counsel for the plaintiffs and various defendant groups and approved the formation of the executive committee for plaintiffs’ counsel and defendants’ counsel. In accordance with Master Case Order No. 3, counsel for the defendants filed motions to dismiss the SLCFC Actions based on certain statutory and jurisdictional defenses (the “Phase One Motions to Dismiss”). The plaintiffs filed their responses to the Phase One Motions to Dismiss on December 21, 2012. The NY District Court heard oral arguments on the Phase One Motions to Dismiss on May 23, 2013 and on May 29, 2013 issued an order denying certain of those motions in their entirety and reserving a decision on certain defenses raised by the defendants. On September 23, 2013, the NY District Court entered an order dismissing the SLCFC Actions (except for the one action, pending in California state court, which had not been transferred to the MDL) and the related action filed by the Zell Entity that was consolidated with the SLCFC Actions. The plaintiffs in the SLCFC Actions filed a notice of appeal of that order on September 30, 2013. The defendants’ liaison counsel filed a joint notice of cross-appeal of that order on behalf of all represented defendants on October 28, 2013. The U.S. Court of Appeals for the Second Circuit heard oral arguments on the appeals on November 5, 2014. The appeals remain pending. No appeal of the order was lodged by the Zell Entity.

On June 4, 2013, the Litigation Trustee sought leave from the NY District Court to amend the FitzSimons Complaint and the Committee Advisor Complaint. The NY District Court granted that request on July 22, 2013, and the FitzSimons Complaint was amended on August 2, 2013 and the Committee Advisor Complaint was amended on August 13, 2013. On November 20, 2013, the NY District Court issued a case management order (“Master Case Order No. 4”), which authorized the Litigation Trustee to continue the FitzSimons Complaint in accordance with a court-ordered protocol. Thereafter, pursuant to Master Case Order No. 4, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain former shareholder defendants who received less than $50,000 on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions. On February 28, 2014, the NY District Court entered an order establishing a second protocol pursuant to Master Case Order No. 4 (the “Joint Dismissal Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if the amounts such defendants received on account of their Tribune Company common stock in connection with the Leveraged ESOP Transactions were below certain thresholds. Pursuant to the Joint Dismissal Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain additional former shareholder defendants. On April 24, 2014, the NY District Court entered an order establishing a third protocol pursuant to Master Case Order No. 4 (the “Conduit Protocol”) providing for the potential voluntary dismissal of certain defendants from the FitzSimons Complaint if such defendants were “mere conduits” and not transferees of transfers to holders of Tribune Company common stock in connection with the Leveraged ESOP Transactions. Pursuant to the Conduit Protocol, the Litigation Trustee voluntarily dismissed the FitzSimons Complaint against certain defendants and eliminated certain transfer amounts listed in the FitzSimons Complaint for which the corresponding defendants were mere conduits. Also on April 24, 2014, the NY District Court entered an order establishing a schedule and procedures for defendants and the Litigation Trustee to brief additional motions to dismiss the FitzSimons Complaint and the Committee Advisor Complaint (the “Phase Two Motions to Dismiss”). Briefing on the first of the contemplated Phase Two Motions to Dismiss, which sought to dismiss Count I of the FitzSimons Complaint against all former shareholder defendants, was completed on or about July 3, 2014 and that motion remains under advisement with the NY District Court.

Preference Actions—The Debtors and the Creditors’ Committee commenced numerous avoidance actions seeking to avoid and recover certain transfers that had been made to or for the benefit of various creditors within the 90 days prior to the Petition Date (or one year prior to the Petition Date, in the case of transfers to or for the benefit of current or former alleged “insiders,” as defined in the Bankruptcy Code, of the Debtors), which are commonly known as preference actions (the “Preference Actions”), shortly before the statute of limitation for bringing such actions expired on December 8, 2010. The Preference Actions for which the Debtors or Creditors’ Committee filed complaints were stayed by order of the Bankruptcy Court upon their filing.

Certain of the Preference Actions brought or tolled by the Creditors’ Committee were preserved and transferred to the Litigation Trust on or after the Effective Date. Certain of those Preference Actions were dismissed by the Litigation Trustee and, as noted above, 18 of those Preference Actions were transferred to the NY District Court for coordinated or consolidated pretrial proceedings with the other MDL proceedings. The Preference Actions that were transferred to the Litigation Trust, if successful, will inure to the benefit of the Debtors’ creditors that received interests in the Litigation Trust pursuant to the terms of the Plan. Certain other Preference Actions brought or tolled by the Creditors’ Committee were transferred to the Reorganized Debtors on or after the Effective Date. Those Preference Actions, along with the Preference Actions that were originally commenced by the Debtors and retained by the Reorganized Debtors pursuant to the Plan, have all been dismissed by the Reorganized Debtors, and the tolling agreements involving the Preference Actions that were transferred to or retained by the Reorganized Debtors have also been terminated or allowed to expire.

As part of the Chapter 11 claims process, a number of the Company’s former directors and officers who have been named in the FitzSimons Complaint and/or the Preference Actions that were transferred to the Litigation Trust have filed indemnity and other related claims against the Company for claims brought against them in these lawsuits. Under the Plan, such indemnity-type claims against the Company must be set off against any recovery by the Litigation Trust against any of the directors and officers, and the Litigation Trust is authorized to object to the allowance of any such indemnity-type claims.

Resolution of Outstanding Prepetition Claims—Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against a debtor, including most actions to collect prepetition indebtedness or to exercise control over the property of the debtor’s estate. Substantially all prepetition liabilities are subject to compromise under a plan of reorganization approved by the Bankruptcy Court. Shortly after commencing their Chapter 11 proceedings, the Debtors notified all known current or potential creditors of the Chapter 11 filings.

On March 23, 2009, the Debtors filed initial schedules with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Petition Date and Tribune CNLBC filed its initial schedules of assets and liabilities in October 2009 (as subsequently amended, the “Schedules of Assets and Liabilities”). The Schedules of Assets and Liabilities contain information identifying the Debtors’ executory contracts and unexpired leases, the creditors that may hold claims against the Debtors and the nature of such claims. On March 25, 2009, the Bankruptcy Court set June 12, 2009 as the general bar date, which was the final date by which most entities that wished to assert a prepetition claim against the Debtors were required to file a proof of claim in writing. On June 7, 2010, the Bankruptcy Court set July 26, 2010 as the general bar date for filing certain proofs of claim against Tribune CNLBC.

ASC Topic 852, “Reorganizations” requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business.

As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Additional claims were filed after the Effective Date, including to amend or supplement previously filed claims. Additional claims were also included in the Debtors’ respective Schedules of Assets and Liabilities which were filed with the Bankruptcy Court. Amounts and payment terms for these claims, if applicable, were established in the Plan. The filed proofs of claim asserted liabilities in excess of the amounts reflected in liabilities subject to compromise in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 plus certain additional unliquidated and/or contingent amounts. During the Debtors’ Chapter 11 proceedings, the Debtors investigated the differences between the claim amounts recorded by the Debtors and claims filed by creditors. As of February 29, 2016, approximately 3,292 proofs of claim had been withdrawn or expunged as a result of the Debtors’ evaluation of the filed proofs of claim and their efforts to reduce and/or eliminate invalid, duplicative and/or over-stated claims. In addition, approximately 3,750 proofs of claim had been settled or otherwise satisfied pursuant to the terms of the Plan. However, as of February 29, 2016, 413 proofs of claim remain subject to further evaluation by Reorganized Tribune Company and further adjustments, of which 3 proofs of claim relate to Tribune Publishing Debtor cases and were assumed by Tribune Publishing in connection with the Publishing Spin-off. Adjustments may result from, among other things, negotiations with creditors, further orders of the Bankruptcy Court and, in certain instances, litigation. The ultimate amounts to be paid in settlement of each of these claims will continue to be subject to uncertainty for a period of time after the Effective Date. Although the allowed amount of these unresolved claims has not been determined, the Predecessor’s liabilities subject to compromise associated with these unresolved claims, if any, have been discharged upon emergence from Chapter 11 in exchange for the treatment outlined in the Plan.

Pursuant to the terms of the Plan and subject to certain specified exceptions, on the Effective Date, all executory contracts or unexpired leases of the Debtors that were not previously assumed or rejected pursuant to Section 365 of the Bankruptcy Code or rejected pursuant to the Plan were deemed assumed in accordance with, and subject to, the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code.

Reorganization Items, Net—ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Petitions distinguish transactions and events that are directly associated with the reorganization from the operations of the business. Accordingly, revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported in reorganization items, net in the Successor’s and Predecessor’s Consolidated Statements of Operations included herein. Reorganization costs generally include provisions and adjustments to reflect the carrying value of certain prepetition liabilities at their estimated allowable claim amounts. Reorganization costs also include professional advisory fees and other costs directly associated with the Debtors’ Chapter 11 cases.

Reorganization items, net included in the Successor’s Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015 and in the Predecessor’s Consolidated Statements of Operations for December 31, 2012 consisted of the following (in thousands):

	Successor							Predecessor
	2015		2014		2013			December 31, 2012
Reorganization costs, net:
Professional advisory fees	$	270	$	4,272	$	13,515		$	—
Contract rejections and claim settlements	222		575		(446		)	—
Other	1,045		2,421		3,862			—
Total reorganization costs, net	1,537		7,268		16,931			—
Reorganization adjustments, net	—		—		—			(4,734,050		)
Fresh-start reporting adjustments, net	—		—		—			(3,550,264		)
Total reorganization items, net	$	1,537	$	7,268	$	16,931		$	(8,284,314	)

As provided by the Bankruptcy Code, the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) appointed an official committee of unsecured creditors (the “the Creditors’ Committee”) on December 18, 2008. Prior to the Effective Date, the Creditors’ Committee was entitled to be heard on most matters that came before the Bankruptcy Court with respect to the Debtors’ Chapter 11 cases. Among other things, the Creditors’ Committee consulted with the Debtors regarding the administration of the Debtors’ Chapter 11 cases, investigated matters relevant to the Chapter 11 cases, including the formulation of the Plan, advised unsecured creditors regarding the Chapter 11 cases, and generally performed any other services as were in the interests of the Debtors’ unsecured creditors. The Debtors were required to bear certain of the Creditors’ Committee’s costs and expenses, including those of their counsel and other professional advisors. Such costs are included in the Successor’s and Predecessor’s professional advisory fees. The appointment of the Creditors’ Committee terminated on the Effective Date, except with respect to the preparation and prosecution of the Creditors’ Committee’s requests for the payment of professional advisory fees and reimbursement of expenses, the evaluation of fee and expense requests of other parties, and the transfer of certain documents, information and privileges from the Creditors’ Committee to the Litigation Trust. Professional and advisory fees included in the above summary for 2013 also pertained to the post-emergence activities related to the implementation of the Plan and other transition costs attributable to the reorganization and the resolution of unresolved claims.

Other reorganization costs for 2015, 2014, 2013 and for December 31, 2012 pertained to administrative expenses directly related to the reorganization, including fees paid to the U.S. Trustee and the bankruptcy voting and claims administration agent.

The Company expects to continue to incur certain expenses pertaining to the Chapter 11 proceedings throughout 2016 and potentially in future periods. These expenses will include primarily professional advisory fees and other costs related to the resolution of unresolved claims.

Other reorganization items include adjustments recorded to reflect changes in the Predecessor’s capital structure as a consequence of the reorganization under Chapter 11 as well as adjustments recorded to reflect changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date (see Note 4 for further information).

Operating net cash outflows resulting from reorganization costs for 2015, 2014, and 2013 and for December 31, 2012 totaled $3 million, $8 million, $132 million and $74 million, respectively, and were principally for the payment of professional advisory fees and other fees in each year. All other items included in reorganization costs in 2015, 2014, and 2013 and for December 31, 2012 are primarily non-cash adjustments.

The Predecessor’s Consolidated Statement of Operations for December 31, 2012 included other reorganization items totaling $8.284 billion before taxes ($7.214 billion after taxes) arising from reorganization and fresh-start reporting adjustments, exclusive of a $104 million loss reflected in income (loss) from discontinued operations, net of taxes. Reorganization adjustments, which were recorded to reflect the settlement of prepetition liabilities and changes in the Predecessor’s capital structure arising from the implementation of the Plan, resulted in a net reorganization gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes. Fresh-start reporting adjustments, which were recorded as a result of the adoption of fresh-start reporting as of the Effective Date in accordance with ASC Topic 852, resulted in a net gain of $3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. The net gain resulted primarily from adjusting the Predecessor’s net carrying values for certain assets and liabilities to their fair values in accordance with ASC Topic 805, “Business Combinations,” recording related adjustments to deferred income taxes and eliminating the Predecessor’s accumulated other comprehensive income (loss) as of the Effective Date. See Note 4 for additional information regarding these other reorganization items.

NOTE 4: FRESH-START REPORTING

Financial Statement Presentation—Reorganized Tribune Company adopted fresh-start reporting on the Effective Date in accordance with ASC Topic 852. All conditions required for the adoption of fresh-start reporting were satisfied by Reorganized Tribune Company on the Effective Date as (i) the ESOP, the holder of all of the Predecessor’s voting shares immediately before confirmation of the Plan, did not receive any voting shares of Reorganized Tribune Company or any other distributions under the Plan, and (ii) the reorganization value of the Predecessor’s assets was less than the postpetition liabilities and allowed prepetition claims.

The adoption of fresh-start reporting by Reorganized Tribune Company resulted in a new reporting entity for financial reporting purposes reflecting the Successor’s capital structure and with no beginning retained earnings (deficit) as of the Effective Date. Any presentation of the Company’s consolidated financial statements as of and for periods subsequent to the Effective Date represents the financial position, results of operations and cash flows of a new reporting entity and will not be comparable to any presentation of the Predecessor’s consolidated financial statements as of and for periods prior to the Effective Date, and the adoption of fresh-start reporting. The accompanying consolidated financial statements as of and for the year ended December 30, 2012 have not been adjusted to reflect any changes in the Predecessor’s capital structure as a result of the Plan nor have they been adjusted to reflect any changes in the fair value of assets and liabilities as a result of the adoption of fresh-start reporting.

In accordance with ASC Topic 852, the Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes only (i) reorganization adjustments which resulted in a net gain of $4.734 billion before taxes ($4.552 billion after taxes), exclusive of a $9 million loss reflected in income (loss) from discontinued operations, net of taxes and (ii) fresh-start reporting adjustments which resulted in a net gain of $3.550 billion before taxes ($2.662 billion after taxes), exclusive of a $95 million loss reflected in income (loss) from discontinued operations, net of taxes. These adjustments are further summarized and described below. The Predecessor’s Consolidated Statements of Operations and Cash Flows for December 31, 2012 exclude the results of operations and cash flows arising from the Predecessor’s business operations on December 31, 2012. Because the Predecessor’s December 31, 2012 results of operations and cash flows were not material, the Company elected to report them as part of Reorganized Tribune Company’s results of operations and cash flows for the first quarter of 2013.

Enterprise Value/Reorganization Value—ASC Topic 852 requires, among other things, a determination of the entity’s reorganization value and an allocation of such reorganization value, as of the Effective Date, to the fair value of its tangible assets, finite-lived intangible assets and indefinite-lived intangible assets in accordance with the provisions of ASC Topic 805. The reorganization value represents the amount of resources available, or that become available, for the satisfaction of postpetition liabilities and allowed prepetition claims, as negotiated between the entity’s debtors and their creditors. This value is viewed as the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets of the entity immediately after emergence from bankruptcy. In connection with the Debtors’ Chapter 11 cases, the Debtors’ financial advisor undertook a valuation analysis to determine the value available for distribution to holders of allowed prepetition claims. The distributable value of Reorganized Tribune was determined utilizing a combination of enterprise valuation methodologies, including a comparable company analysis, a discounted cash flow (“DCF”) analysis and a precedent transaction analysis, plus the estimated cash on hand as of the measurement date and the estimated fair value of the Company’s investments. The enterprise valuation methodologies are further described in the “Methodology, Analysis and Assumptions” section below. Based on then current and anticipated economic conditions and the direct impact of these conditions on Reorganized Tribune Company’s business, this analysis estimated a range of distributable value from the Debtors’ estates from $6.917 billion to $7.826 billion with an approximate mid-point of $7.372 billion. The confirmed Plan contemplates a distributable value of Reorganized Tribune Company of $7.372 billion. The distributable value implies an initial equity value for Reorganized Tribune Company of $4.536 billion after reducing the distributable value for cash distributed (or to be distributed) pursuant to the Plan and $1.100 billion of new debt. This initial equity value was the basis for determining the reorganization value in accordance with ASC Topic 805. The calculation of reorganization value is further described in the “Fresh-Start Condensed Consolidated Balance Sheet” section below.

Methodology, Analysis and Assumptions—The comparable company valuation analysis methodology estimates the enterprise value of a company based on a relative comparison with publicly traded companies with similar operating and financial characteristics to the subject company. Under this methodology, the Company’s financial advisor determined a range of multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) to calculate the enterprise values of the Company’s publishing and broadcasting segments. The DCF analysis is a forward-looking enterprise valuation methodology that estimates the value of an asset or business by calculating the expected future cash flows to be generated by that asset or business. Under this methodology, projected future cash flows are discounted by the enterprise’s weighted average cost of capital (“WACC”). The WACC reflects the estimated blended rate of return that would be required by debt and equity investors to invest in the enterprise based on its capital structure. Utilizing the DCF analysis, the enterprise values of the Company’s publishing and broadcasting segments were determined by calculating the present value of the projected unlevered after-tax free cash flows through 2015 plus an estimate for the value of each segment for the period beyond 2015 known as the terminal value. The terminal value was derived by either applying a multiple to the projected EBITDA for the final year of the projection period (2015) or capitalizing the projected unlevered after-tax free cash flow in the same projection period using the WACC and an assumed perpetual growth rate, discounted back to the valuation date using the WACC, as appropriate. The precedent transactions valuation methodology is based on the enterprise values of companies involved in public merger and acquisition transactions that have operating and financial characteristics similar to the subject company. Under this methodology, the enterprise value is determined by an analysis of the consideration paid and the debt assumed in the identified merger and acquisition transactions and is usually expressed as a multiple of revenues or EBITDA. Utilizing this analysis, the Company’s financial advisor determined a range of multiples of EBITDA for the trailing 12 months from the measurement date to calculate the enterprise value for the Company’s broadcasting segment. The precedent transactions valuation methodology was not used for the Company’s publishing segment due to the lack of relevant transactions.

The Company’s financial advisor applied a weighted average of the above enterprise valuation methodologies to calculate the estimated ranges of enterprise values for the Company’s publishing and broadcasting segments. The relative weighting of each valuation methodology was based on the amount of publicly available information to determine the inputs used in the calculations. In addition, the Company’s financial advisor utilized a combination of these enterprise valuation methodologies, primarily the comparable company valuation analysis methodology, to calculate the estimated ranges of fair values of the Company’s investments. The ranges of enterprise values for the Company’s publishing and broadcasting segments and estimated fair values of the Company’s investments were added to the estimated cash on hand as of the measurement date to determine the estimated range of distributable value noted above.

Fresh-Start Condensed Consolidated Balance Sheet—The table below summarizes the Predecessor’s December 30, 2012 Condensed Consolidated Balance Sheet, the reorganization and fresh-start reporting adjustments that were made to that balance sheet as of December 31, 2012, and the resulting Successor’s Condensed Consolidated Balance Sheet as of December 31, 2012.

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	2,284,426		$	(1,853,852	)	(1)	$	—			$	430,574
Accounts receivable, net	491,164			—				—				491,164
Inventories	22,249			—				(3,901		)	(6)	18,348
Broadcast rights	151,576			—				(22,705		)	(6)	128,871
Income taxes receivable	65,475			—				—				65,475
Restricted cash and cash equivalents	—			186,823			(1)	—				186,823
Prepaid expenses and other	82,453			83,021			(1)(3)	(4,003		)	(6)	161,471
Total current assets	3,097,343			(1,584,008		)		(30,609		)		1,482,726
Properties
Property, plant and equipment	2,925,355			—				(2,048,186		)	(6)	877,169
Accumulated depreciation	(1,930,728		)	—				1,930,728			(6)	—
Net properties	994,627			—				(117,458		)		877,169
Other Assets
Broadcast rights	80,945			—				(16,700		)	(6)	64,245
Goodwill	409,432			—				1,992,594			(6)(7)	2,402,026
Other intangible assets, net	360,479			—				1,187,455			(6)	1,547,934
Restricted cash and cash equivalents	727,468			(727,468		)	(1)	—				—
Assets held for sale	8,853			—				1,247			(6)	10,100
Investments	605,420			—				1,618,893			(6)	2,224,313
Other	66,469			11,242			(5)	(12,944		)	(6)	64,767
Total other assets	2,259,066			(716,226		)		4,770,545				6,313,385
Total assets	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (Continued)

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Liabilities and Shareholder’s Equity (Deficit)
Current Liabilities
Current portion of term loan	$	—		$	6,843		(5)	$	—			$	6,843
Accrued reorganization costs	102,191			24,791			(1)(4)	—				126,982
Employee compensation and benefits	171,012			6,103			(1)(4)	—				177,115
Contracts payable for broadcast rights	109,894			61,595			(4)	(19,272		)	(6)	152,217
Income taxes payable	1,605			58,485			(1)(4)	—				60,090
Deferred revenue	76,909			—				(170		)	(6)	76,739
Accounts payable, accrued expenses and other current liabilities	141,845			95,392			(1)(4)(5)	(8,842		)	(6)	228,395
Total current liabilities	603,456			253,209				(28,284		)		828,381
Non-Current Liabilities
Term loan	—			1,082,157			(5)	—				1,082,157
Deferred income taxes	50,635			293,718			(1)(3)	969,399			(6)	1,313,752
Contracts payable for broadcast rights	67,839			21,791			(4)	(7,701		)	(6)	81,929
Contract intangibles	—			—				227,017			(6)	227,017
Pension obligations and postretirement and other benefits, net	540,618			9,763			(1)(4)	—				550,381
Other obligations	57,632			9,033			(1)(4)	(13,002		)	(6)	53,663
Total non-current liabilities	716,724			1,416,462				1,175,713				3,308,899
Liabilities Subject to Compromise	13,049,204			(13,049,204		)	(1)(4)	—				—
Common Shares Held by ESOP, net of Unearned Compensation	36,680			(36,680		)	(2)	—				—
Shareholder’s Equity (Deficit)
Common stock and additional paid-in capital	—			—				—				—
Stock purchase warrants	255,000			(255,000		)	(2)	—				—
Retained earnings (deficit)	(7,401,904		)	4,834,979			(1)(2)	2,566,925			(6)	—
Accumulated other comprehensive income (loss)	(908,124		)	—				908,124			(6)	—
Common stock – Reorganized Tribune Company	—			83			(1)	—				83
Additional paid-in capital – Reorganized Tribune Company	—			4,535,917			(1)	—				4,535,917
Total shareholder’s equity (deficit)	(8,055,028		)	9,115,979				3,475,049				4,536,000
Total liabilities and shareholder’s equity (deficit)	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

(1) Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):

Liabilities subject to compromise on the Effective Date	$	13,049,204
Less: Liabilities assumed and reinstated on the Effective Date	(169,513		)
Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments	(50,488		)
Liabilities subject to compromise and settled on the Effective Date	12,829,203
Less: Cash distributions on settled claims	(3,515,996		)
Less: Issuance of Common Stock and Warrants	(4,536,000		)
Gain on settlement of liabilities subject to compromise	4,777,207
Less: Valuation allowance on non-interest bearing loan to the Litigation Trust	(20,000		)
Less: Professional advisory fees incurred due to emergence from Chapter 11	(14,136		)
Less: Other reorganization adjustments, net	(4,372		)
Total reorganization adjustments before taxes	4,738,699
Less: Income taxes on reorganization adjustments	(195,400		)
Net reorganization gain after taxes (1)	$	4,543,299

(1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).

In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.

On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11.

Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

(2) As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

(3) Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

(4) Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights.

(5) On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility.

The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):

Current portion of term loan:
Portion due within one year	$	8,250
Less: Current portion of debt discount	(1,407		)
Current portion of term loan	$	6,843
Non-current portion of term loan:
Issuance of term loan	$	1,100,000
Less: Debt discount of 1%	(11,000		)
Less: Current portion of term loan	(6,843		)
Non-current portion of term loan	$	1,082,157

Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

(6) The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date.

The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):

Fair value adjustments to net properties	$	(116,211	)
Fair value adjustments to intangibles	1,186,701
Fair value adjustments to investments	1,615,075
Fair value adjustments to broadcast rights and other contracts	(234,098		)
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill	1,992,594
Other fair value adjustments, net	(1,131		)
Elimination of accumulated other comprehensive income (loss)	(1,070,764		)
Gain from fresh-start reporting adjustments before taxes	3,372,166
Less: Income taxes attributable to fair value adjustments	(805,241		)
Net gain from fresh-start reporting adjustments after taxes (1)	$	2,566,925

(1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.

Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.

Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.

Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.

Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

(7) As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):

Determination of goodwill:
Enterprise value of Reorganized Tribune Company	$	5,194,426
Plus: Cash and cash equivalents	430,574
Plus: Fair value of liabilities (excluding debt)	3,048,280
Total reorganization value to be allocated to assets	8,673,280
Less: Fair value assigned to tangible and identifiable intangible assets	(6,271,254		)
Reorganization value allocated to goodwill	$	2,402,026

Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations.

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Acquisitions

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Acquisitions

NOTE 5: ACQUISITIONS

2015 Acquisitions

In May 2015, the Company completed the acquisitions of all issued and outstanding equity interests in Infostrada Statistics B.V. (“Infostrada Sports”), SportsDirect Inc. (“SportsDirect”) and Covers Media Group (“Covers”). In conjunction with these acquisitions, the Company launched Gracenote Sports, which is a part of the Digital and Data segment’s product offerings. Infostrada Sports and SportsDirect provide the Company with in-depth sports data, including schedules, scores, play-by-play statistics, as well as team and player information for the major professional leagues around the world, including the National Football League, Major League Baseball, National Basketball Association, National Hockey League, European Football League, and the Olympics. Covers is the operator of Covers.com, a North American online sports gaming destination for scores, odds and matchups, unique editorial analysis, and industry news coverage. In May 2015, the Company also completed an acquisition of all issued and outstanding equity interests in Enswers Inc. (“Enswers”), a leading provider of automatic content recognition technology and systems based in South Korea, which expanded the Digital and Data segment’s product offerings. The total acquisition price for Infostrada Sports, SportsDirect, Covers and Enswers was $70 million, net of cash acquired.

The purchase prices for the above acquisitions were allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes were allocated to goodwill, which will not be deductible for tax purposes due to the acquisitions being stock acquisitions. In connection with these acquisitions, the Company incurred a total of $3 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands):

Consideration:
Cash	$	71,768
Less: cash acquired	(1,919		)
Net cash	$	69,849
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	404
Accounts receivable and other current assets	2,481
Property and equipment	805
Deferred tax assets	3,816
Other long term assets	157
Intangible assets subject to amortization
Customer relationships (useful lives of 6 to 16 years)	17,000
Content databases (useful lives of 10 to 16 years)	13,900
Technologies (useful lives 4 to 10 years)	6,900
Trade name and trademarks (useful life of 15 years)	5,200
Non-competition agreement (useful life 5 years)	1,100
Accounts payable and other current liabilities	(1,507		)
Deferred revenue	(339		)
Deferred tax liabilities	(10,097		)
Other liabilities	(477		)
Total identifiable net assets	39,343
Goodwill	30,506
Total net assets acquired	$	69,849

The allocation presented above is based upon management’s estimate of the fair values using income, cost, and market approaches. In estimating the fair value of acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 12 years that include weighted average periods of 11 years for customer relationships, 14 years for content databases, 8 years for technologies, 15 years for trade name and trademarks, and 5 years for non-competition agreements. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, and noncontractual relationships, as well as expected future cost and revenue synergies.

2014 Acquisitions

HWW Acquisition

On October 1, 2014, the Company completed an acquisition of all issued and outstanding equity interests in HWW Pty Ltd (“HWW”) for $18 million, from ninemsn Pty Limited. HWW is Australia’s leading provider of TV and movie data and expands the Digital and Data segment’s reach into the Australian TV and digital entertainment markets as well as its global dataset to include Australian TV and movie data. HWW syndicates TV and movie data to leading Australian broadcasters, pay-TV operators and on-demand services for program guides on a wide range of devices, including IPTV, cable & satellite set-top boxes, Smart TVs and mobile apps. HWW has data describing millions of TV programs and movies across more than 500 national and local TV channels in Australia and its DataGenius software platform is used to support entertainment data services across Australasia, Africa and the Middle East. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	18,425
Less: cash acquired	(176		)
Net cash	$	18,249
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	780
Property and equipment	40
Intangible assets subject to amortization
Technologies (useful life of 7 years)	3,600
Customer relationships (useful life of 12 years)	2,500
Content database (useful life of 5 years)	2,400
Accounts payable and other current liabilities	(147		)
Deferred revenue	(267		)
Deferred income taxes	(2,550		)
Other liabilities	(45		)
Total identifiable net assets	6,311
Goodwill	11,938
Total net assets acquired	$	18,249

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 8 years that includes 7 years for technologies, 12 years for customer relationships and a 5 year life for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

Baseline Acquisition

On August 29, 2014, the Company completed an acquisition of all of the outstanding and issued limited liability company interests of Baseline, LLC (“Baseline”) for $49 million in cash. Baseline is a provider of film and television information and related services with movie and TV databases featuring information for more than 300,000 movie and TV projects, information on nearly 1.5 million TV and film professionals, and foreign and domestic box office data. Baseline’s licensed data powers video search and discovery features, and TV Everywhere apps for leading satellite operators, on-demand movie services, Internet companies and on-line streaming providers. Additionally, Baseline’s subscription-based content delivery platform, The Studio System, is used by major Hollywood studios, production companies and talent agencies as a primary source of business intelligence. Baseline expands the reach of the Company’s Digital and Data segment into the studio and TV network communities with data and services geared towards entertainment industry professionals. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values was allocated to goodwill.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general, and administrative expenses in the Company’s Consolidated Statement of Operations during the third quarter of 2014.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	48,988
Less: cash acquired	(200		)
Net cash	$	48,788
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	1,362
Other long term assets	23
Property and equipment	153
Intangible assets subject to amortization
Trade name and trademarks (useful lives of 3 to 5 years)	1,000
Technologies (useful lives of 6 to 7 years)	3,200
Customer relationships (useful lives of 6 to 7 years)	7,600
Content database (useful life of 15 years)	14,000
Accounts payable and other current liabilities	(561		)
Deferred revenue	(700		)
Total identifiable net assets	26,077
Goodwill	22,711
Total net assets acquired	$	48,788

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a weighted average 5 year life for trade name and trademarks, a weighted average 7 year life for technologies, a weighted average 6 year life for customer relationships and a 15 year life for the content database. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. The entire amount of the purchase price allocated to intangible assets and goodwill will be deductible for income tax purposes pursuant to IRC Section 197 over a 15 year period.

What’s ON Acquisition

On July 4, 2014, the Company completed an acquisition of all of the outstanding and issued equity interests of What’s On India Media Private Limited (“What’s ON”) for a purchase price of $27 million, consisting of $21 million net initial cash consideration and $6 million recorded as the net present value (“NPV”) of additional deferred payments. The acquisition of What’s ON may also include additional payments in 2016 to selling management shareholders totaling up to $4 million which will be accounted for as compensation expense as the payments are earned, in accordance with ASC Topic 805. In the second quarter of 2015, the Company made a payment of $4 million to selling management shareholders pursuant to the above arrangements. The Company expects to make the final additional payment in 2016. What’s ON expands the reach of the Company’s Digital and Data segment in the television search and Electronic Program Guide (“EPG”) markets as What’s ON is a leading television search and EPG data provider for India and the Middle East. As of the date of the acquisition, What’s ON offered EPG data and TV search products for 16 countries, including India, United Arab Emirates, Saudi Arabia, Jordan, Egypt, Qatar, Bahrain, Indonesia, Kenya and Sri Lanka, across 1,600 television channels and helps power more than 58 million set-top boxes through the region’s top cable and Internet protocol television services. The $27 million purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

In connection with this acquisition, the Company incurred a total of $1 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	23,403
Less: Cash acquired	(2,203		)
Plus: NPV of deferred payments	5,625
Net consideration	$	26,825
Allocated Fair Value of Acquired Assets and Assumed Liabilities
Accounts receivable and other current assets	$	1,407
Other long term assets	1,009
Property and equipment	163
Intangible assets subject to amortization
Trade name and trademarks (useful life of 3 years)	200
Technologies (useful lives of 6 to 7 years)	3,100
Customer relationships (useful lives of 6 to 7 years)	2,800
Non-competition agreement (useful life of 5 years)	600
Content databases (useful lives of 13 to 14 years)	7,700
Accounts payable and other current liabilities	(1,437		)
Deferred income taxes	(4,393		)
Total identifiable net assets	11,149
Goodwill	15,676
Total net assets acquired	$	26,825

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 10 years that includes a 3 year life for trade name and trademarks, a weighted average of 7 years for technologies, a weighted average of 7 years for customer relationships, a 5 year life for the non-competition agreement and a weighted average of 13 years for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

Gracenote Acquisition

On January 31, 2014, the Company completed an acquisition of all of the issued and outstanding equity interests in Gracenote, Inc. (“Gracenote”) for $158 million, net of cash acquired. Gracenote, a global leader in digital entertainment data, maintains and licenses data, products and services to businesses that enable their end users to discover analog and digital media on virtually any device. The Gracenote acquisition expands the reach of the Company’s Digital and Data segment into new growth areas, including streaming music services, mobile devices and automotive infotainment. Gracenote is a leading provider of music recognition technology and is supported by the industry’s largest source of music and video data. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed. The excess of the fair values and the related deferred taxes was allocated to goodwill, which will not be deductible for tax purposes due to the acquisition being a stock acquisition.

In connection with this acquisition, the Company incurred a total of $4 million of transaction costs, which were recorded in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Of the $4 million, approximately $3 million was incurred and recognized in the first quarter of 2014 and $1 million was incurred and recognized in the fourth quarter of 2013.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	160,867
Less: cash acquired	(3,053		)
Net cash	$	157,814
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	5,283
Accounts receivable and other current assets	26,143
Property, plant and equipment	10,659
Intangible assets subject to amortization
Trade name and trademarks (useful life of 15 years)	8,100
Technology (useful life of 7 to 10 years)	30,100
Customer relationships (useful life of 5 to 10 years)	33,100
Content databases (useful life of 13 years)	41,400
Deferred income tax assets	7,159
Other assets	396
Accounts payable and other current liabilities	(22,299		)
Deferred income tax liabilities	(41,121		)
Other liabilities	(7,489		)
Total identifiable net assets	91,431
Goodwill	66,383
Total net assets acquired	$	157,814

The allocation presented above is based upon management’s estimate of the fair values using income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 11 years that includes a 15 year life for trade name and trademarks, a weighted average of 8 years for technology platforms, a weighted average of 10 years for customer relationships and a 13 year life for content databases. The acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies.

2013 Acquisitions

Local TV Acquisition

On December 27, 2013, pursuant to a securities purchase agreement dated as of June 29, 2013, the Company acquired all of the issued and outstanding equity interests in Local TV for $2.816 billion in cash (the “Local TV Acquisition”), net of certain final adjustments, principally funded by the Company’s Secured Credit Facility (see Note 10). As a result of the Local TV Acquisition, the Company became the owner of 16 television stations, including seven FOX television affiliates in Denver, Cleveland, St. Louis, Kansas City, Salt Lake City, Milwaukee and High Point/Greensboro/Winston-Salem; four CBS Corporation (“CBS”) television affiliates in Memphis, Richmond, Huntsville and Fort Smith; one American Broadcasting Company (“ABC”) television affiliates in Davenport/Moline; two National Broadcasting Company (“NBC”) television affiliates in Des Moines and Oklahoma City; and two independent television stations in Fort Smith and Oklahoma City.

Concurrent with the Local TV Acquisition, pursuant to an asset purchase agreement dated as of July 15, 2013, between the Company, an affiliate of Oak Hill Capital Partners and Dreamcatcher, an entity formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition, Dreamcatcher acquired the FCC licenses and certain other assets and liabilities of Local TV’s television stations WTKR-TV, Norfolk, VA, WGNT-TV, Portsmouth, VA, and WNEP-TV, Scranton, PA (collectively the “Dreamcatcher Stations”) for $27 million (collectively, the “Dreamcatcher Transaction”). The Dreamcatcher Transaction was funded by the Dreamcatcher Credit Facility which the Company has guaranteed (see Note 10). The Company provides certain services to support the operations of the Dreamcatcher Stations, but, in compliance with FCC regulations, Dreamcatcher has responsibility for and control over programming, finances, personnel and operations of the Dreamcatcher Stations.

Pursuant to ASC Topic 805, the purchase price has been allocated to the acquired assets and liabilities of Local TV based on estimated fair values. The allocation includes the assets and liabilities of the Dreamcatcher Stations as Dreamcatcher is considered to be a VIE and the Company is the primary beneficiary of the variable interests (see below for further discussion). The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

Consideration:
Cash	$	2,816,101
Less: cash acquired	(65,567		)
Net cash	$	2,750,534
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents (1)	$	201,922
Accounts receivable and other current assets	137,377
Property and equipment	170,795
Broadcast rights	26,468
FCC licenses	126,925
Network affiliation agreements	225,400
Advertiser backlog	29,290
Retransmission consent agreements	707,000
Broadcast rights intangible assets	1,187
Other assets	5
Accounts payable and other current liabilities	(50,249		)
Senior Toggle Notes	(172,237		)
Contracts payable for broadcast rights	(34,732		)
Broadcast rights intangible liabilities	(9,344		)
Deferred income taxes	(20,238		)
Other liabilities	(1,185		)
Total identifiable net assets	1,338,384
Goodwill	1,412,150
Total net assets acquired	$	2,750,534

(1) As further described in Note 10, on December 27, 2013, the Company deposited $202 millionwith the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

The allocation presented above is based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The definite-lived intangible assets will be amortized over a total weighted average period of 9 years, with a weighted average of 9 years for network affiliations, a weighted average of 10 years for retransmission consent agreements, 1 year for the advertiser backlog and a weighted average of 4 years for the other intangible assets. The broadcast rights intangible liabilities will be amortized over the remaining weighted average contractual period of 7 years. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future synergies. Substantially all of the goodwill associated with the Local TV Acquisition is expected to be deductible for tax purposes.

Dreamcatcher—Dreamcatcher was formed in 2013 specifically to comply with FCC cross-ownership rules related to the Local TV Acquisition. On December 27, 2013, Dreamcatcher acquired the FCC licenses, retransmission consent agreements, network affiliation agreements, contracts for broadcast rights and selected personal property (including transmitters, antennas and transmission lines) of the Dreamcatcher Stations for $27 million, funded by borrowings under the Dreamcatcher Credit Agreement (see Note 10). In connection with Dreamcatcher’s operation of the Dreamcatcher Stations, the Company entered into shared services agreements (“SSAs”) with Dreamcatcher pursuant to which it provides technical, promotional, back-office, distribution and limited programming services to the Dreamcatcher Stations in exchange for the Company’s right to receive certain payments from Dreamcatcher after satisfaction of operating costs and debt obligations. Pursuant to the SSAs, Dreamcatcher is guaranteed a minimum annual cumulative net cash flow of $0.2 million. The Company’s consolidated financial statements as of and for the years ended December 31, 2015, December 28, 2014 and December 29, 2013 include the results of operations and the financial position of Dreamcatcher, a fully-consolidated VIE. For financial reporting purposes, Dreamcatcher is considered a VIE as a result of (1) shared service agreements that the Company has with the Dreamcatcher Stations, (2) the Company’s guarantee of the obligations incurred under the Dreamcatcher Credit Facility (see Note 10), (3) the Company having power over significant activities affecting Dreamcatcher’s economic performance, and (4) purchase option granted by Dreamcatcher which permits the Company to acquire the assets and assume the liabilities of each Dreamcatcher Station at any time, subject to FCC’s consent and other conditions described below. The purchase option is freely exercisable or assignable by the Company without consent or approval by Dreamcatcher or its members for consideration equal to the total outstanding balance of debt guaranteed by the Company, plus a fixed escalation fee. Substantially all of Dreamcatcher’s assets, except for its FCC licenses, collateralize its secured debt obligations under the Dreamcatcher Credit Facility and is guaranteed by the Company.

Net revenues of the Dreamcatcher stations included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and December 28, 2014 were $65 million and $67 million, respectively, and operating profit was $12 million and $13 million, respectively. Dreamcatcher’s operating results are not material to the Company as a whole for the year ended December 29, 2013. The Company’s Consolidated Balance Sheet as of December 31, 2015 and December 28, 2014 includes the following assets and liabilities of the Dreamcatcher stations (in thousands):

	December 31, 2015		December 28, 2014
Property, plant and equipment, net	$	371	$	999
Broadcast rights	2,748		2,869
Other intangible assets, net	92,970		103,500
Other assets	111		124
Total Assets	$	96,200	$	107,492
Debt due within one year	$	4,037	$	4,034
Contracts payable for broadcast rights	3,016		6,552
Long-term debt	14,831		19,880
Other liabilities	55		157
Total Liabilities	$	21,939	$	30,623

Other Acquisitions

The Company’s other acquisitions in 2014 and 2013 were not significant. The results of the other acquired companies and the related transaction costs were not material to the Company’s consolidated financial statements in each respective period and were included in the Consolidated Statements of Operations since their respective dates of acquisition. Information for acquisitions made in 2014 and 2013 (excluding those listed above) is as follows (in thousands):

	2014		2013
Fair value of assets acquired (1)	$	2,000	$	3,095
Liabilities assumed	—		1,297
Net cash paid	$	2,000	$	1,798

(1) Includes intangible assets, net of acquisition-related deferred taxes.

Unaudited Pro Forma Information

Pursuant to ASC Topic 805, the following table sets forth unaudited pro forma results of operations from continuing operations of the Company assuming that the Gracenote acquisition occurred on December 31, 2012, the first day of the Company’s 2013 fiscal year and assuming that the Local TV Acquisition, along with transactions necessary to finance the acquisition and the elimination of certain nonrecurring items, occurred on December 26, 2011, the first day of the Company’s 2012 fiscal year and were fully attributed to the results from continuing operations (in thousands, except per share data):

	2014		2013
Total revenues	$	1,961,788	$	1,814,545
Income from continuing operations	$	466,690	$	146,938
Basic earnings per common share from continuing operations	$	4.66	$	1.47
Diluted earnings per common share from continuing operations	$	4.65	$	1.47

The above selected unaudited pro forma financial information is presented for illustrative purposes only and is based on historical results of continuing operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not necessarily indicative of results had the Company operated the acquired businesses as of the beginning of the respective prior periods, as described above. The pro forma amounts reflect adjustments to depreciation expense, amortization of intangibles and amortization of broadcast rights intangibles related to the fair value adjustments of the assets acquired, additional interest expense related to the financing of the transactions, exclusion of nonrecurring financing costs, and the related tax effects of the adjustments.

In connection with the Gracenote and Local TV acquisitions, the Company incurred a total of $4 million and $17 million, respectively, of costs primarily related to legal and other professional services, which were recorded in selling, general and administrative expenses. Pursuant to the pro forma disclosure requirements of ASC Topic 805, these transaction costs are shown as if incurred at the beginning of the comparable prior year.

Acquisitions Distributed in the Publishing Spin-off

Landmark Acquisition

On May 1, 2014, the Company completed an acquisition of the issued and outstanding limited liability company interests of Capital-Gazette Communications, LLC and Landmark Community Newspapers of Maryland, LLC from Landmark Media Enterprises, LLC (the “Landmark Acquisition”) which were subsequently distributed to Tribune Publishing in conjunction with the Publishing Spin-off, for $29 million in cash. As the Landmark acquisition was distributed to Tribune Publishing in the Publishing Spin-off, the results of operations attributable to Landmark from the date of acquisition are reflected within discontinued operations for the periods prior to the Publishing Spin-off.

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	28,983
Less: cash acquired	(2		)
Net cash	$	28,981
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	2,942
Property, plant and equipment	560
Intangible assets subject to amortization
Trade names and trademarks (useful life of 20 years)	7,500
Advertiser relationships (useful life of 12 years)	6,500
Other customer relationships (useful life of 7 years)	2,500
Accounts payable and other current liabilities	(3,961		)
Total identifiable net assets	16,041
Goodwill	12,940
Total net assets acquired	$	28,981

The allocation presented above is based upon management’s estimate of the fair values using the income, cost and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Prior to the Publishing Spin-off, the acquired definite-lived intangible assets were expected to be amortized over a total weighted average period of 15 years that includes a 20 year life for trade names and trademarks, a 12 year life for advertiser relationships and a 7 year life for customer relationships. The acquired property and equipment were expected to be depreciated on a straight-line basis over the respective estimated remaining useful lives. Goodwill is calculated as the excess of the consideration transferred over the fair value of the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and noncontractual relationships, as well as expected future cost and revenue synergies. The entire amount of purchase price allocated to intangible assets and goodwill are deductible for tax purposes pursuant to IRC Section 197 over a 15 year period. In connection with this acquisition, the Company incurred a total of $0.4 million of transaction costs, which are reflected in discontinued operations for the year ended December 28, 2014.

Information for other acquisitions distributed in the Publishing Spin-off made in the year ended December 28, 2014 and prior to the Publishing Spin-off (excluding the Landmark Acquisition) is as follows (in thousands):

	December 28, 2014
Fair value of assets acquired	$	11,292
Liabilities assumed	(800		)
Net assets acquired	10,492
Less: fair value of non-cash and contingent consideration	(4,439		)
Less: fair value of the preexisting equity interest in MCT	(2,752		)
Net cash paid	$	3,301

On May 7, 2014, the Company acquired the remaining 50% outstanding general partnership interests of McClatchy/Tribune Information Services (“MCT”) from McClatchy News Services, Inc. and The McClatchy Company (collectively, “McClatchy”) for $1 million in cash and non-cash consideration for future services with an estimated fair value of $4 million. The fair value of acquired interests was based upon management’s estimate of the fair values using the income approach. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. Prior to May 7, 2014, the Company accounted for its 50% interest in MCT as an equity method investment. In accordance with ASC Topic 805, the Company’s preexisting equity interest was remeasured to its estimated fair value of $3 million using the income valuation approach and the Company recognized a gain of $1 million which is reflected in discontinued operations in the Consolidated Statements of Operations for the year ended December 28, 2014.

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Changes in Operations and Non-operating Items

12 Months Ended

Dec. 31, 2015

Changes in Operations and Non-Operating Items [Abstract]

Operating And Non Operating Activities Disclosure

NOTE 6: CHANGES IN OPERATIONS AND NON-OPERATING ITEMS

Employee Reductions—The Company identified reductions in its staffing levels of approximately 105 positions in 2015, 230 positions in 2014 and 60 positions in 2013. The Company recorded pretax charges for severance and related expenses totaling $6 million in 2015 ($2 million at Television and Entertainment, $1 million at Digital and Data and $3 million at Corporate and Other), $7 million in 2014 ($2 million at Television and Entertainment, $4 million at Digital and Data and $1 million at Corporate and Other) and $3 million in 2013 ($2 million at Television and Entertainment, $0.3 million at Digital and Data and $1 million at Corporate and Other). These charges are included in selling, general and administrative expenses in the Consolidated Statements of Operations.

Severance and related expenses included in income (loss) from discontinued operations, net of taxes totaled $6 millionand$17 millionin2014 and 2013, respectively.

The accrued liability for severance and related expenses is reflected in employee compensation and benefits in the Company’s Consolidated Balance Sheets and was $4 million and $3 million at December 31, 2015 and December 28, 2014, respectively.

Changes to the accrued liability for severance and related expenses were as follows (in thousands):

Balance at December 29, 2013	$	11,640
Additions	12,176
Payments	(15,895		)
Liability distributed in Publishing Spin-Off	(5,308		)
Balance at December 28, 2014	$	2,613
Additions	5,943
Payments	(4,103		)
Balance at December 31, 2015	$	4,453

Non-Operating Items—Non-operating items for 2015, 2014 and 2013 are summarized as follows (in thousands):

	2015			2014			2013
Loss on extinguishment of debt	$	(37,040	)	$	—		$	(28,380	)
Gain on investment transactions, net	12,173			372,485			150
Other non-operating gain (loss), net	8,140			(4,804		)	(1,492		)
Total non-operating items	$	(16,727	)	$	367,681		$	(29,722	)

Non-operating items in 2015 included a $37 million pretax loss on the extinguishment of the Former Term Loan Facility (as defined and described in Note 10), which includes the write-off of unamortized debt issuance costs and discounts. See Note 10 for further information on the extinguishment of the Former Term Loan Facility. Gain on investment transactions, net in 2015 included a pretax gain of $8 million for an additional cash distribution from CV pursuant to the collection of a contingent receivable subsequent to the Company’s sale of its interest in CV and a pretax gain of $3 million on the sale of the Company’s 3% interest in NHLLC on September 2, 2015. See Note 9 for further information on the additional cash distribution from CV and the sale of NHLLC. Other non-operating items in 2015 included a $9 million favorable workers’ compensation reserve adjustment related to businesses divested by the Company in prior years and a $2 million non-cash pretax charge to write off a convertible note receivable resulting from a decline in the fair value of the convertible note receivable that the Company determined to be other than temporary. The convertible note receivable constitutes a nonfinancial asset measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and is classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820, “Fair Value Measurement and Disclosures.” See Note 11 for a description of the hierarchy’s three levels.

Non-operating items in 2014 included a pretax gain of $372 million on the sale of the Company’s 27.8% interest in CV on October 1, 2014. The Company’s portion of the proceeds from the transaction was $686 million, of which $28 million was held in escrow and paid in the fourth quarter of 2015. See Note 9 for further information on the sale of CV. Other non-operating loss in 2014 included a $3 million non-cash pretax charge to write down convertible notes receivable related to one of the Company’s equity method investments. This write-down resulted from declines in the fair value of the convertible notes receivable that the Company determined to be other than temporary. The convertible notes receivable constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy’s established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

Non-operating items in 2013 included a $28 million pretax loss on the extinguishment of the Exit Financing Facilities (as defined and described in Note 10), which includes the write-off of unamortized debt issuance costs and discounts of $17 million and a prepayment premium of $11 million. See Note 10 for further information on the extinguishment of the Exit Financing Facilities.

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Assets Held For Sale and Sales of Real Estate Assets (Notes)

12 Months Ended

Dec. 31, 2015

Assets Held For Sale and Sales of Real Estate [Abstract]

Assets Held For Sale and Sales of Real Estate [Text Block]

NOTE 7: ASSETS HELD FOR SALE AND SALES OF REAL ESTATE

Assets Held for Sale—Assets held for sale consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Real estate	$	206,422	$	5,645

During the third quarter of 2015, the Company began the process of marketing the north block of its Los Angeles Times Square property located in Los Angeles, CA which has an aggregate carrying value of $41 million for land, building and improvements. On December 28, 2015, the Company entered into an agreement to sell the property which is subject to certain adjustments and customary closing conditions. There can be no assurance that such sale will be completed in a timely manner or at all. In the fourth quarter of 2015, the Company began the process to sell one of its properties, Tribune Tower, located in Chicago, IL. Tribune Tower has an aggregate carrying value of $107 million for land, building and improvements. Additionally, as of December 31, 2015, the Company was in the process of selling a production facility located in Los Angeles, CA leased to Tribune Publishing with a carrying value of $58 million. The combined net carrying value of $206 million for the properties held for sale is included in assets held for sale in the Company’s Consolidated Balance Sheet at December 31, 2015. In the fourth quarter of 2015, the Company identified several properties that it expects to place on the market in 2016. Although these properties did not meet all conditions to be classified as held for sale as of December 31, 2015, the Company was required to assess the properties for impairment pursuant to ASC Topic 360 due to management’s expectation that it is more likely than not that properties will be held for sale in 2016. As a result of this assessment, the Company recorded an impairment charge of $7 million related to certain properties that is included in selling, general and administrative expenses.

As of December 28, 2014, the Company was in the process of selling three idle properties located in Bel Air, MD, Newport News, VA and Portsmouth, VA, which had an aggregate carrying value of land, building and improvements of $6 million. In 2014, the Company recorded impairment charges totaling $4 million to write down the value of properties held for sale to their estimated fair value, less the expected selling costs.

Sales of Real Estate—On December 19, 2014, the Company closed a transaction to sell the production facility in Baltimore, MD leased to Tribune Publishing for net proceeds of approximately $45 million and recorded a pretax gain of $21 million that is included in selling, general and administrative expenses in the Company’s Consolidated Statement of Operations. Additionally, during 2014, the Company sold two idle properties for net proceeds of approximately $5 million and recorded a net gain of less than $1 million that is also included in selling, general and administrative expenses.

During 2015, the Company sold Bel Air, MD and Newport News, VA properties for net proceeds of approximately $5 million and recorded a net loss of less than $1 million that is included in selling, general and administrative expenses.

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Goodwill, Other Intangible Assets and Intangible Liabilities

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Other Intangible Assets and Intangible Liabilities

NOTE 8: GOODWILL, OTHER INTANGIBLE ASSETS AND INTANGIBLE LIABILITIES

Goodwill and other intangible assets consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Other intangible assets subject to amortization (1)
Affiliate relationships (useful life of 16 years)	$	212,000	$	(39,750	)	$	172,250	$	212,000	$	(26,500	)	$	185,500
Advertiser relationships (useful life of 8 years)	168,000		(63,000		)	105,000		168,000		(42,000		)	126,000
Network affiliation agreements (useful life of 5 to 16 years)	362,000		(92,113		)	269,887		362,000		(50,485		)	311,515
Retransmission consent agreements (useful life of 7 to 12 years)	830,100		(196,955		)	633,145		830,100		(106,897		)	723,203
Other customer relationships (useful life of 3 to 16 years)	114,827		(23,315		)	91,512		99,528		(12,632		)	86,896
Content Databases (useful lives of 5 to 16)	134,299		(23,623		)	110,676		122,400		(13,001		)	109,399
Other technology (useful life of 4 to 10 years)	47,011		(9,733		)	37,278		41,385		(4,022		)	37,363
Trade names and trademarks (useful life of 3 to 15 years)	13,853		(1,625		)	12,228		9,300		(597		)	8,703
Other (useful life of 3 to 11 years)	16,337		(5,514		)	10,823		10,770		(2,955		)	7,815
Total	$	1,898,427	$	(455,628	)	1,442,799		$	1,855,483	$	(259,089	)	1,596,394
Other intangible assets not subject to amortization
FCC licenses						782,600							786,600
Trade name						14,800							14,800
Total other intangible assets, net						2,240,199							2,397,794
Goodwill
Television and Entertainment						3,220,300							3,601,300
Digital and Data						341,512							316,836
Total goodwill						3,561,812							3,918,136
Total goodwill and other intangible assets						$	5,802,011						$	6,315,930

The changes in the carrying amounts of intangible assets during the years ended December 31, 2015 and December 28, 2014 were as follows (in thousands):

	Television and Entertainment			Digital and Data			Discontinued Operations			Total
Other intangible assets subject to amortization
Balance as of December 29, 2013	$	1,551,599		$	103,062		$	28,682		$	1,683,343
Acquisitions (1)	—			161,900			17,009			178,909
Amortization (2)	(198,441		)	(21,255		)	(4,191		)	(223,887		)
Balance sheet reclassifications (3)	(291		)	—			—			(291		)
Distributed in Publishing Spin-off	—			—			(41,500		)	(41,500		)
Foreign currency translation adjustment	—			(180		)	—			(180		)
Balance as of December 28, 2014	$	1,352,867		$	243,527		$	—		$	1,596,394
Acquisitions (1)	—			49,100			—			49,100
Amortization (2)	(167,321		)	(29,314		)	—			(196,635		)
Balance sheet reclassifications (3)	(331		)	—			—			(331		)
Foreign currency translation adjustment	—			(5,729		)	—			(5,729		)
Balance as of December 31, 2015	$	1,185,215		$	257,584		$	—		$	1,442,799
Other intangible assets not subject to amortization
Balance as of December 29, 2013	$	801,400		$	—		$	31,800		$	833,200
Distributed in Publishing Spin-off	—			—			(31,800		)	(31,800		)
Balance as of December 28, 2014	$	801,400		$	—		$	—		$	801,400
Impairment charge	(4,000		)	—			—			(4,000		)
Balance as of December 31, 2015	$	797,400		$	—		$	—		$	797,400
Goodwill
Balance as of December 29, 2013	$	3,601,300		$	198,565		$	15,331		$	3,815,196
Acquisitions (1)	—			118,378			20,119			138,497
Distributed in Publishing Spin-off	—			—			(35,450		)	(35,450		)
Foreign currency translation adjustment	—			(107		)	—			(107		)
Balance as of December 28, 2014	$	3,601,300		$	316,836		$	—		$	3,918,136
Acquisitions (1)	—			30,616			—			30,616
Foreign currency translation adjustment	—			(5,940		)	—			(5,940		)
Impairment charge	(381,000		)	—			—			(381,000		)
Balance as of December 31, 2015	$	3,220,300		$	341,512		$	—		$	3,561,812
Total goodwill and other intangible assets as of December 31, 2015	$	5,202,915		$	599,096		$	—		$	5,802,011

(1) Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions.

(2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations.

(3) Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014.

As described in Note 4, the Company recorded contract intangible liabilities totaling $227 million in connection with the adoption of fresh-start reporting on the Effective Date. Of this amount, approximately $226 million was related to contracts for broadcast rights programming not yet available for broadcast. In addition, the Company recorded $9 million of intangible liabilities related to contracts for broadcast rights programming in connection with the Local TV Acquisition on December 27, 2013 (see Note 5). These intangible liabilities are reclassified as a reduction of broadcast rights assets in the Consolidated Balance Sheet as the programming becomes available for broadcast and subsequently amortized as a reduction of programming expenses in the Consolidated Statement of Operations in accordance with the Company’s methodology for amortizing the related broadcast rights.

The Company’s intangible liabilities subject to amortization consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible liabilities subject to amortization
Broadcast rights intangible liabilities	$	80,440	$	(66,729	)	$	13,711	$	102,373	$	(68,059	)	$	34,314
Lease contract intangible liabilities	209		(148		)	61		209		(98		)	111
Total intangible liabilities subject to amortization	$	80,649	$	(66,877	)	$	13,772	$	102,582	$	(68,157	)	$	34,425

The net changes in the carrying amounts of intangible liabilities during 2014 and 2015 were as follows (in thousands):

	Television and Entertainment			Discontinued Operations			Total
Intangible liabilities subject to amortization
Balance at December 29, 2013	$	193,402		$	328		$	193,730
Amortization	(37,351		)	(94		)	(37,445		)
Balance sheet reclassifications (1)	(121,626		)	—			(121,626		)
Distributed in Publishing Spin-off	—			(234		)	(234		)
Balance at December 28, 2014	$	34,425		$	—		$	34,425
Amortization	(16,385		)	—			(16,385		)
Balance sheet reclassifications (1)	(4,268		)	—			(4,268		)
Balance at December 31, 2015	$	13,772		$	—		$	13,772

(1) Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015.

Amortization expense relating to amortizable intangible assets, excluding lease contract intangible assets, is expected to be approximately $198 million in each of 2016 and 2017, $197 million in 2018, $169 million in 2019, and $161 million in 2020. Amortization of broadcast rights contract intangible assets and liabilities is expected to result in a net reduction in broadcast rights expense of approximately $11 million in 2016, $1 million in each of 2017 and 2018 and less than $1 million in each of 2019 and 2020.

Impairment of Goodwill and Other Indefinite-lived Intangible Assets—As disclosed in Note 1, the Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350.

In the fourth quarter of 2015, the Company conducted its annual goodwill impairment test utilizing the two-step impairment test in accordance with ASC Topic 350. As a result of the impairment review, the Company recorded a non-cash impairment charge of $381 million to write down its cable reporting unit goodwill (a reporting unit within the Television and Entertainment reportable segment).

During 2015, the Company accelerated the pace of the transformation of the Company’s national general entertainment cable network, WGN America, from a superstation to a cable network. This transformation led to a strategic shift in the operations of WGN America with a renewed focus on increased household distribution and high quality syndicated and original programming that has resulted in higher carriage fee revenues and higher programming and other costs. The recent performance of the new programming has not met expectations resulting in lower than expected advertising revenues, lower margins and lower current and expected future cash flows than those used to originally record the goodwill in connection with the adoption of fresh-start reporting by Reorganized Tribune Company in December 2012.

In connection with the goodwill impairment test, the fair value of the cable reporting unit was determined with consideration of both the income and the market valuation approaches. Under the income approach, the fair value is based on projected future discounted cash flows, which requires management’s assumptions of projected revenues and related growth rates, operating margins, cash payments for broadcast rights, discount rates and terminal growth rates. The Company projected cash flows for 10 years and then applied a terminal growth rate. Key assumptions included a 10.5% discount rate and a terminal growth rate of 2% for its owned cable operations. The Company’s investment in TV Food Network included in the cable reporting unit was valued using the market approach to estimate its fair value by comparison to trading multiples of similar cable networks.

As a result of this assessment, it was determined that the carrying value of the cable reporting unit exceeded the estimated fair value. Accordingly, a second step of the goodwill impairment test (“Step 2”) was performed specific to the cable reporting unit which compared the implied fair value of the goodwill to the carrying value of such goodwill. Under Step 2, the estimated fair value of goodwill of a reporting unit is determined by calculating the residual fair value that remains after the total estimated fair value of the reporting unit is allocated to its net assets other than goodwill. Other significant intangible assets that were identified and ascribed value as part of the Step 2 included affiliate relationships, advertiser relationships and a trade name. Based on this analysis, the carrying value of the cable reporting unit goodwill exceeded its implied value by $381 million and consequently, the Company recorded an impairment charge of that amount in the Consolidated Statement of Operations for the year ended December 31, 2015. Following the impairment charge, the carrying value of the goodwill at the cable reporting unit was $723 million at December 31, 2015.

There were no goodwill impairment charges recorded in 2014 or 2013.

In the fourth quarter of 2015 and 2013, the Company recorded a non-cash pretax impairment charge of $4 million and $1 million within the Television and Entertainment segment, respectively, related to the Company’s FCC licenses. No impairment charges were recorded in 2014. The estimated fair value of each of the Company’s FCC licenses was based on discounted future cash flows for a hypothetical start-up television station in the respective market that achieves and maintains an average revenue share for four years and has an average cost structure. The impairment charge in 2015 related to one market primarily due to a decline in estimated future market revenues available to a hypothetical start-up television station in this market. For the Company’s FCC licenses, significant assumptions also include start-up operating costs for an independent station, initial capital investments and market revenue forecasts. The Company utilized a 10% discount rate and terminal growth rates ranging from 1.75% to 2.25% to estimate the fair values of its FCC licenses in the fourth quarter of 2015. Fair value estimates for each of the Company’s indefinite-lived intangible assets are inherently sensitive to changes in these estimates, particularly with respect to the FCC licenses. FCC licenses evaluated for impairment under ASC 350 in the fourth quarter of 2013 excluded the FCC licenses recorded in connection with the Local TV Acquisition (see Note 5). The Company’s fourth quarter 2013 impairment review determined that the FCC license in one of the Company’s markets was impaired. This impairment was primarily due to a decline in market share for a hypothetical start-up television station in this market.

The Company’s FCC licenses and trade name constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheets. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

The determination of estimated fair values of goodwill and other indefinite-lived intangible assets requires many judgments, assumptions and estimates of several critical factors, including projected revenues and related growth rates, projected operating margins and cash flows, estimated income tax rates, capital expenditures, market multiples and discount rates, as well as specific economic factors such as market share for broadcasting and royalty rates for the trade name intangible. Adverse changes in expected operating results and/or unfavorable changes in other economic factors could result in additional non-cash impairment charges in the future under ASC Topic 350.

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Investments

12 Months Ended

Dec. 31, 2015

Investments [Abstract]

Investments

NOTE 9: INVESTMENTS

Investments consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Equity method investments	$	1,668,316	$	1,689,996
Cost method investments	20,868		18,238
Marketable equity securities	3,516		8,958
Total investments	$	1,692,700	$	1,717,192

Equity Method Investments—The Company’s equity method investments at December 31, 2015 included the following private companies:

Company	% Owned
CareerBuilder, LLC	32%
Dose Media, LLC	25%
Television Food Network, G.P.	31%
TKG Internet Holdings II LLC	43%

Income from equity investments, net reported in the Company’s Consolidated Statements of Operations consisted of the following (in thousands):

	2015			2014			2013
Income from equity investments, net, before amortization of basis difference	$	201,207		$	379,048		$	243,528
Amortization of basis difference (1)	(54,248		)	(142,335		)	(98,287		)
Income from equity investments, net	$	146,959		$	236,713		$	145,241

(1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business.

As discussed in Note 4, the carrying value of the Company’s investments was increased by $1.615 billion to a fair value aggregating $2.224 billion as of the Effective Date. Of the $1.615 billion increase, $1.108 billion was attributable to the Company’s share of theoretical increases in the carrying values of the investees’ amortizable intangible assets had the fair value of the investments been allocated to the identifiable intangible assets of the investees’ in accordance with ASC Topic 805. The remaining $507 million of the increase was attributable to goodwill and other identifiable intangibles not subject to amortization, including trade names. The Company amortizes the differences between the fair values and the investees’ carrying values of the identifiable intangible assets subject to amortization and records the amortization (the “amortization of basis difference”) as a reduction of income on equity investments, net in its Consolidated Statements of Operations. The identifiable net intangible assets subject to amortization of basis difference have a weighted average remaining useful life of approximately 16 years as of December 31, 2015.

Cash distributions from the Company’s equity method investments were as follows (in thousands):

	2015		2014		2013
Total cash distributions from equity investments (1)	$	180,207	$	370,310	$	207,994

(1) Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014.

Certain distributions received from the Company’s investments in CareerBuilder, LLC (“CareerBuilder”) and CV in 2015, 2014 and 2013 exceeded the Company’s cumulative earnings in each of these equity investments or, in the case of the Apartments.com sale by CV, represented a discrete distribution from an investing activity. As a result, the Company determined that these distributions were a return of investment and, therefore, presented such distributions totaling $10 million in 2015, $181 million in 2014 and $54 million in 2013 as an investing activity in the Company’s Consolidated Statements of Cash Flows for 2015, 2014 and 2013. See below for further discussion on these distributions.

TV Food Network—The Company’s 31% investment in TV Food Network totaled $1.314 billion and $1.354 billion (as adjusted for the application of fresh-start reporting as described above) at December 31, 2015 and December 28, 2014, respectively. The Company recognized equity income from TV Food Network of $126 million in 2015, $122 million in 2014 and $96 million in 2013. The Company received cash distributions from TV Food Network totaling $164 million in 2015, $189 million in 2014 and $154 million in 2013.

TV Food Network owns and operates “The Food Network”, a 24-hour lifestyle cable television channel focusing on food and related topics. TV Food Network also owns and operates “The Cooking Channel”, a cable television channel primarily devoted to cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite television systems.

On December 12, 2013, the Company and Scripps Networks Interactive, Inc. (“Scripps”), entered into a settlement agreement to resolve certain matters related to the calculation and amount of a management fee charged by Scripps to TV Food Network for certain shared costs for years 2011 and 2012 as well as to resolve the amount and methodology for calculating the management fee for years 2013 and 2014. As a result of the settlement, the Company received a distribution of $12 million in January 2014 related to previously calculated management fees for years 2011 and 2012. This distribution was reflected as an increase to income on equity investments, net in the Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2016. The Company would be entitled to its proportionate share of distributions to partners in the event of a liquidation, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

CareerBuilder—The Company’s 32% investment in CareerBuilder totaled $331 million and $328 million at December 31, 2015 and December 28, 2014, respectively. The Company recognized equity income from CareerBuilder of $21 million in 2015, $39 million in 2014 and $28 million in 2013. The Company received cash distributions from CareerBuilder totaling $16 million in 2015, $14 million in 2014 and $29 million in 2013.

CareerBuilder is a global leader in human capital solutions, helping companies target, attract and retain talent. Its website, CareerBuilder.com, is a leading job website in North America. CareerBuilder also operates websites in the United States, Europe, Canada, Asia and South America.

Prior to the Publishing Spin-off, the Company recorded revenue related to CareerBuilder classified advertising products placed on affiliated digital platforms. Such amounts totaled of $24 million for 2014 and $44 million for 2013 and are included in income (loss) from discontinued operations, net of taxes.

Dose Media, LLC—On November 25, 2015, the Company acquired a 25% interest in Dose Media, LLC (“Dose Media”) for $15 million. Dose Media is a digital media company that owns and operates numerous websites, including Dose.com and OMGFacts.com whose proprietary predictive technology is designed to detect stories that generate significant viewership.

Classified Ventures—On October 1, 2014, the Company sold its entire 27.8% equity interest in CV to TEGNA. As part of the transaction, TEGNA acquired the equity interests of the other partners and thereby acquired full ownership of CV. CV was valued at $2.5 billion for purposes of the transaction and gross proceeds of $1.8 billion were paid to the selling partners at closing. The Company’s portion of the proceeds from the transaction was $686 million before taxes ($426 million after taxes), of which $28 million was held in escrow and paid in the fourth quarter of 2015. The Company’s pretax gain on the sale of CV recognized in the fourth quarter of 2014 was $372 million. Prior to closing, CV made a final distribution of all cash on hand from operations to the current owners. The Company’s portion of this final distribution was $6 million, which is in addition to estimated proceeds from the sale transaction. On April 2, 2015, the Company received an additional cash distribution of $8 million pursuant to CV’s collection of a contingent receivable, which is reflected as a non-operating gain in the Company’s Consolidated Statement of Operations for the year ended December 31, 2015.

On April 1, 2014, CV sold its Apartments.com business to CoStar Group, Inc. for $585 million in cash. The Company’s share of the proceeds from the transaction was approximately $160 million before taxes, which was distributed at closing. In connection with the sale, the Company recorded equity income of $72 million, net of amortization of basis difference of $85 million related to intangible assets of the Apartments.com business, in its Consolidated Statement of Operations for the year ended December 28, 2014.

The Company recognized equity income from CV of $77 million in 2014 and $23 million in 2013. The Company received cash distributions from CV totaling $166 million in 2014 and $25 million in 2013.

Prior to the Publishing Spin-off the Company recorded revenue related to CV classified advertising products placed on affiliated digital platforms. Such amounts totaled approximately $44 million for 2014 and $71 million for 2013 and are included in income (loss) from discontinued operations, net of taxes.

Summarized Financial Information—Summarized financial information for TV Food Network is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net	$	1,099,307	$	1,070,671	$	1,031,320
Operating income	$	548,919	$	534,477	$	520,942
Net income	$	561,657	$	549,058	$	511,235

	December 31, 2015		December 28, 2014
Current assets	$	750,425	$	708,988
Non-current assets	$	173,513	$	156,580
Current liabilities	$	87,341	$	63,257
Non-current liabilities	$	541	$	619

Summarized financial information for CareerBuilder, Dose Media and CV is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net (1)(2)	$	698,041	$	1,063,321	$	1,096,799
Operating income from continuing operations (1)(2)	$	84,199	$	147,165	$	183,800
Net income (2)(3)	$	80,280	$	713,108	$	224,052

(1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information.

(2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table.

(3) Net income that relates to CV include results through October 1, 2014. See above for further information.

	December 31, 2015(1)(2)		December 28, 2014(1)
Current assets	$	266,390	$	200,006
Non-current assets	$	459,718	$	492,769
Current liabilities	$	190,977	$	201,517
Non-current liabilities	$	24,745	$	21,231
Redeemable non-controlling interest	$	24,666	$	20,470

(1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information.

(2) Balance sheet information as of December 31, 2015 includes Dose Media.

Other—Write-downs of investments, gains and losses on investment sales, and gains and losses from other investment transactions are included as non-operating items in the Company’s Consolidated Statements of Operations. There were no impairments recorded in 2015, 2014 or 2013. These investments constitute nonfinancial assets measured at fair value on a nonrecurring basis in the Company’s Consolidated Balance Sheet and are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820. See Note 11 for a description of the hierarchy’s three levels.

The Company does not guarantee any indebtedness or other obligations for any of its equity method investees.

Marketable Equity Securities—As further described in Note 2, on August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing. The Company classified the shares of Tribune Publishing common stock as available-for-sale securities. As of December 31, 2015, the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0, respectively. As of December 31, 2015, the gross unrealized holding gain relating the Company’s investment in Tribune Publishing was $4 million and is reflected in accumulated other comprehensive (loss) income, net of taxes, in the Company’s Consolidated Balance Sheet. The Company has no current plans to sell its shares of Tribune Publishing.

Cost Method Investments—All of the Company’s cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. As of December 31, 2015, the Company’s cost method investments primarily consist of investments in New Cubs LLC (as defined and described below) and Taboola.com LTD (“Taboola”).

Chicago Cubs Transactions—On August 21, 2009, the Company and a newly-formed limited liability company, Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (the “Chicago Cubs”) owned by the Company and its subsidiaries to New Cubs LLC. The contributed assets included, but were not limited to, the Chicago Cubs Major League, spring training and Dominican Republic baseball operations, Wrigley Field, certain other real estate used in the business, and the 25.34% interest in Comcast SportsNet Chicago, LLC, which operates a local sports programming network in the Chicago area (collectively, the “Chicago Cubs Business”). On August 24, 2009, the Debtors filed a motion in the Bankruptcy Court seeking approval for the Company’s entry into the Cubs Formation Agreement and to perform all transactions necessary to effect the contribution of the Chicago Cubs Business to New Cubs LLC. On the same day, the Debtors announced that Tribune CNLBC, the principal entity holding the assets and liabilities of the Chicago Cubs, would commence a Chapter 11 case at a future date as a means of implementing the transactions contemplated by the Cubs Formation Agreement. On September 24, 2009, the Bankruptcy Court authorized the Debtors to perform the transactions contemplated by the Cubs Formation Agreement. On October 6, 2009, Major League Baseball announced unanimous approval of the transactions by the 29 other Major League Baseball franchises. Tribune CNLBC filed the CNLBC Petition on October 12, 2009, and the Bankruptcy Court granted Tribune CNLBC’s motion to approve the proposed contribution of the Chicago Cubs Business and related assets and liabilities to New Cubs LLC by an order entered on October 14, 2009. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. The Company and its contributing subsidiaries and affiliates received a special cash distribution of $705 million, retained certain accounts receivable and certain deferred revenue payments and had certain transaction fees paid on their behalf by New Cubs LLC. In total, these amounts were valued at approximately $740 million. The full amount of the special cash distribution, as well as collections on certain accounts receivable that Tribune CNLBC retained after the transaction, were deposited with Tribune CNLBC. Tribune CNLBC held the funds pending their distribution under a confirmed and effective Chapter 11 plan for the Company, Tribune CNLBC and their affiliates, or further order of the Bankruptcy Court. These funds were fully distributed to the Company’s creditors on the Effective Date.

As a result of these transactions, Ricketts Acquisition LLC (“RA LLC”) owns approximately 95% and the Company owns approximately 5% of the membership interests in New Cubs LLC. RA LLC has operational control of New Cubs LLC. The Company’s equity interest in New Cubs LLC is accounted for as a cost method investment and was recorded at fair value as of October 27, 2009 based on the cash contributed to New Cubs LLC at closing. During 2015, the Company made capital contributions to New Cubs LLC totaling $8 million and continues to maintain its membership interest of approximately 5%. The carrying value of this investment was $15 million at December 31, 2015 and $8 million at December 28, 2014.

The fair market value of the contributed Chicago Cubs Business exceeded its tax basis. The transaction was structured to comply with the partnership provisions of the IRC and related regulations. Accordingly, the distribution of the portion of the special distribution equal to the net proceeds of the debt facilities entered into by New Cubs LLC concurrent with the closing of these transactions did not result in an immediate taxable gain. The portion of the special distribution in excess of the net proceeds of such debt facilities is treated as taxable sales proceeds with respect to a portion of the contributed Chicago Cubs Business (see Note 14).

Concurrent with the closing of the transaction, the Company executed guarantees of collection of certain debt facilities entered into by New Cubs LLC. The guarantees are capped at $699 million plus unpaid interest. The guarantees are reduced as New Cubs LLC makes principal payments on the underlying loans. To the extent that payments are made under the guarantees, the Company will be subrogated to, and will acquire, all rights of the debt lenders against New Cubs LLC.

Newsday Transactions—On May 11, 2008, the Company entered into an agreement (the “Newsday Formation Agreement”) with CSC and NMG Holdings, Inc. to form a new limited liability company (“Newsday LLC”). On July 29, 2008, the Company consummated the closing of the transactions (collectively, the “Newsday Transactions”) contemplated by the Newsday Formation Agreement. Under the terms of the Newsday Formation Agreement, the Company, through Tribune ND, Inc. (formerly Newsday, Inc.) and other subsidiaries of the Company, contributed certain assets and related liabilities of the Newsday Media Group business (“NMG”) to Newsday LLC, and CSC contributed cash of $35 million and newly issued senior notes of Cablevision Systems Corporation (“Cablevision”) with a fair market value of $650 million to NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis due to the Company’s low tax basis in the contributed intangible assets. However, the transaction did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations.

Concurrent with the closing of this transaction, NHLLC and Newsday LLC borrowed $650 million under a secured credit facility, and the Company received a special cash distribution of $612 million from Newsday LLC as well as $18 million of prepaid rent under two leases for certain facilities used by NMG and located in Melville, New York. Following the closing of the transaction, the Company retained ownership of these facilities. Borrowings under this facility are guaranteed by CSC and NMG Holdings, Inc., each a wholly-owned subsidiary of Cablevision and are secured by a lien on the assets of Newsday LLC and the assets of NHLLC, including $650 million of senior notes of Cablevision issued in 2008 and contributed by CSC. Prior to the sale of its remaining investment in NHLLC, as further described below, the Company indemnified CSC and NMG Holdings, Inc. with respect to any payments that CSC or NMG Holdings, Inc. made under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility. From the July 29, 2008 closing date of the Newsday Transactions through the third anniversary of the closing date, the maximum amount of potential indemnification payments (“Maximum Indemnification Amount”) was $650 million. After the third anniversary, the Maximum Indemnification Amount was reduced by $120 million. The Maximum Indemnification Amount was to be reduced each year thereafter by $35 million until January 1, 2018, at which point the Maximum Indemnification Amount was to be reduced to $0. The Maximum Indemnification Amount was $425 million at December 28, 2014. On September 2, 2015, the Company sold its 3% interest in NHLLC to CSC Holdings, LLC for $8 million and recognized a $3 million gain in connection with the sale. The Company’s remaining deferred tax liability of $101 million (as described in Note 14) became payable upon consummation of the sale. The tax payments were made in the fourth quarter of 2015. At the time of the sale, the Company was also released from all indemnification obligations related to the payments that CSC or NMG Holdings, Inc. are required to make under their guarantee of the $650 million of borrowings by NHLLC and Newsday LLC under their secured credit facility.

Variable Interest Entities—At December 31, 2015, the Company held variable interests, as defined by ASC Topic 810, in Topix (through its investment in TKG Internet Holdings II, LLC) and Las Olas LLC. At December 28, 2014, the Company held variable interests in Topix and Newsday LLC. See Note 1 for further discussion of the Company’s VIEs.

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Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Debt

NOTE 10: DEBT

Debt consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Term Loan Facility due 2020, effective interest rate of 3.82% and 4.04%, net of unamortized discount of $7,084 and $8,118	$	2,360,155	$	3,471,017
5.875% Senior Notes due 2022	1,100,000		—
Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $33 and $49	18,868		23,914
Other obligations	—		54
Total debt	3,479,023		3,494,985
Less: Debt due within one year	26,479		4,088
Long-term debt, net of current portion	$	3,452,544	$	3,490,897

Maturities—The Company’s debt and other obligations outstanding as of December 31, 2015 mature as shown below (in thousands):

2016	$	27,841
2017	27,841
2018	34,591
2019	23,791
2020	2,272,076
Thereafter	1,100,000
Total debt	3,486,140
Unamortized discounts	(7,117		)
Total debt, net of discounts	$	3,479,023

Secured Credit Facility—On December 27, 2013, in connection with its acquisition of Local TV, the Company as borrower, entered into a $4.073 billion secured credit facility with a syndicate of lenders led by JPMorgan (the “Secured Credit Facility”). The Secured Credit Facility consisted of a $3.773 billion term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility”). The proceeds of the Term Loan Facility were used to pay the purchase price for Local TV and refinance the existing indebtedness of Local TV and the Term Loan Exit Facility (see Note 3). The proceeds of the Revolving Credit Facility are available for working capital and other purposes not prohibited under the Secured Credit Facility. The Revolving Credit Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Secured Credit Facility, the amount of the Term Loan Facility and/or the Revolving Credit Facility may be increased and/or one or more additional term or revolving facilities may be added to the Secured Credit Facility by entering into one or more incremental facilities, subject to a cap equal to the greater of (x) $1.000 billion and (y) the maximum amount that would not cause the Company’s net first lien senior secured leverage ratio (treating debt incurred in reliance of this basket as secured on a first lien basis whether or not so secured), as determined pursuant to the terms of the Secured Credit Facility, to exceed 4.50:1.00.

The obligations of the Company under the Secured Credit Facility are guaranteed by all of the Company’s wholly-owned domestic subsidiaries, other than certain excluded subsidiaries (the “Guarantors”). The Secured Credit Facility is secured by a first priority lien on substantially all of the personal property and assets of the Company and the Guarantors, subject to certain exceptions. The Secured Credit Facility contains customary limitations, including, among other things, on the ability of the Company and its subsidiaries to incur indebtedness and liens, sell assets, make investments and pay dividends to its shareholders.

Amendment

On June 24, 2015, the Company, the Guarantors and JPMorgan, as administrative agent, entered into an amendment (the “Amendment”) to the Secured Credit Facility. Prior to the Amendment and the Prepayment (as defined below), $3.479 billion of term loans (the “Former Term Loans”) were outstanding under the Secured Credit Facility. Pursuant to the Amendment, certain lenders under the Secured Credit Facility converted their Former Term Loans into a new tranche of term loans (the “Converted Term B Loans”), along with certain new lenders who advanced $1.802 billion into the new tranche of term loans (the “New Term B Loans” and, together with the Converted Term B Loans, the “Term B Loans”). The proceeds of Term B Loans advanced by the new lenders were used to prepay in full all of the Former Term Loans that were not converted into Term B Loans. In connection with the Amendment, the Company used the net proceeds from the sale of the Notes (as defined below), together with cash on hand, to prepay (the “Prepayment”) $1.100 billion of the Term B Loans. After giving effect to the Amendment and the Prepayment, there were $2.379 billion of Term B Loans outstanding under the Secured Credit Facility.

Term Loan Facility

As a result of the amendment, the Term B Loans bear interest, at the Company’s election, at a rate per annum equal to either (i) LIBOR, adjusted for statutory reserve requirements on Euro currency liabilities (“Adjusted LIBOR”), subject to a minimum rate of 0.75%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0%, plus an applicable margin of 2.0%. Overdue amounts under the Term Loan Facility are subject to additional interest of 2.0% per annum. The Term B Loans mature on December 27, 2020. Quarterly installments in an amount equal to 0.25% of the new principal amount of the Term B Loans are due beginning September 30, 2015. Voluntary prepayments of the Term B Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the Amendment. The Company is required to prepay the Term B Loans: (i) with the proceeds from certain material asset dispositions (but excluding proceeds from dispositions of publishing assets, real estate and its equity investments in CareerBuilder, LLC and Classified Ventures, LLC and, in certain instances, Television Food Network, G.P.), provided that the Company has rights to reinvest the proceeds to acquire assets for use in its business, within specified periods of time, (ii) with the proceeds from the issuance of new debt (other than debt permitted to be incurred under the Secured Credit Facility) and (iii) 50% (or, if the Company’s net first lien senior secured leverage ratio, as determined pursuant to the terms of the Secured Credit Facility, is less than or equal to 4.00:1.00, then 0%) of “excess cash flow” generated by the Company for the fiscal year, as determined pursuant to the terms of the Secured Credit Facility, less the aggregate amount of optional prepayments under the Revolving Credit Facility to the extent that such prepayments are accompanied by a permanent reduction in commitments under the Revolving Credit Facility, and subject to a $500 million minimum liquidity threshold before any such prepayment is required, provided that the Company’s mandatory prepayment obligations in the case of clause (i) and clause (iii) above do not apply at any time during which the Company’s corporate rating issued by Moody’s is Baa3 or better and BBB- or better by S&P.

Prior to the Amendment, the Term Loan Facility bore interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR, subject to a minimum rate of 1.00%, plus an applicable margin of 3.0% or (ii) the sum of a base rate determined as the highest of (a) the federal funds effective rate from time to time plus 0.5%, (b) the prime rate of interest announced by the administrative agent as its prime rate, and (c) Adjusted LIBOR plus 1.0% (“Alternative Base Rate”), plus an applicable margin of 2.0%.

Quarterly installments in an amount equal to 0.25% of the original principal amount of the Term Loan Facility were due beginning March 31, 2014. As further described in Note 2, on August 4, 2014, the Company used a $275 million cash dividend from Tribune Publishing to permanently repay $275 million of outstanding borrowings under the Term Loan Facility.

The Former Term Loans were issued at a discount of 25 basis points, totaling $9 million, which was being amortized to interest expense over the expected term of the Term Loan Facility. The Company incurred and deferred transaction costs totaling $78 million in connection with the Former Term Loans in fiscal 2013. Transaction costs of $6 million relating to the Term Loan Exit Facility (as defined and described in Note 3 to the Company’s audited consolidated financial statements for the fiscal year ended December 28, 2014), which was extinguished in the fourth quarter of 2013, continued to be amortized over the term of the Term Loan Facility pursuant to ASC Topic 470 “Debt.” As of the date of the Amendment, the aggregate unamortized debt issuance costs totaled $64 million and unamortized debt issue discount totaled $8 million.

In connection with the Amendment, the Company paid fees to Term B Loan lenders of $6 million, which are considered a debt discount, of which $4 million was deferred, and incurred transaction costs of $2 million, of which $1 million was deferred. The Company recorded a loss of $37 million on the extinguishment of the Former Term Loan in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2015 as a portion of the facility was considered extinguished for accounting purposes. The loss included the write-off of unamortized transaction costs of $30 million, an unamortized discount of $4 million and other transaction costs of $4 million. The Company’s unamortized transaction costs related to the Term Loan Facility were $32 million and $70 million at December 31, 2015 and December 28, 2014, respectively. These deferred costs are recorded in other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Term Loan Facility.

Revolving Credit Facility

Loans under the Revolving Credit Facility bear interest, at the election of the Company, at a rate per annum equal to either (i) Adjusted LIBOR plus an applicable margin in the range of 2.75% to 3.0% or (ii) the Alternative Base Rate plus an applicable margin in the range of 1.75% to 2.0%, based on the Company’s net first lien senior secured leverage ratio for the applicable period. The Revolving Credit Facility also includes a fee on letters of credit equal to the applicable margin for Adjusted LIBOR loans and a letter of credit issuer fronting fee equal to 0.125% per annum, in each case, calculated based on the stated amount of letters of credit and payable quarterly in arrears, in addition to the customary charges of the issuing bank. Under the terms of the Revolving Credit Facility, the Company is also required to pay a commitment fee, payable quarterly in arrears, calculated based on the unused portion of the Revolving Credit Facility; the commitment fee will be 0.25%, 0.375% or 0.50% based on the Company’s net first lien senior secured leverage ratio for the applicable period. Overdue amounts under the Revolving Credit Facility are subject to additional interest of 2.0% per annum.

Availability under the Revolving Credit Facility will terminate, and all amounts outstanding under the Revolving Credit Facility will be due and payable on December 27, 2018, but the Company may repay outstanding loans under the Revolving Credit Facility at any time without premium or penalty, subject to breakage costs in certain circumstances. The loans under the Revolving Credit Facility also must be prepaid and the letters of credit cash collateralized or terminated to the extent the extensions of credit under the Revolving Credit Facility exceed the amount of the revolving commitments.

The Revolving Credit Facility includes a covenant which requires the Company to maintain a net first lien leverage ratio of no greater than 5.75 to 1.00 for each period of four consecutive fiscal quarters most recently ended. Beginning with the period ending March 29, 2015, the covenant requires the Company to maintain a net first lien leverage ratio of no greater than 5.25 to 1.00 for each period of four consecutive fiscal quarters most recently ended. The covenant is only required to be tested at the end of each fiscal quarter if the aggregate amount of revolving loans, swingline loans and letters of credit (other than undrawn letters of credit and letters of credit that have been fully cash collateralized) outstanding exceed 25% of the amount of revolving commitments. This covenant was not required to be tested for the quarterly period ended December 31, 2015.

At December 31, 2015, there were no borrowings outstanding under the Revolving Credit Facility; however, there were $23 million of standby letters of credit outstanding, primarily in support of the Company’s workers’ compensation insurance programs.

5.875% Senior Notes due 2022—On June 24, 2015, the Company issued $1.100 billion aggregate principal amount of its 5.875% Senior Notes due 2022 (the “Notes”) under an Indenture, dated as of June 24, 2015 (the “Base Indenture”), among the Company, certain subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A. (in such capacity, the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 24, 2015, among the Company, the Subsidiary Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of September 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of October 8, 2015, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). The Company used the net proceeds from the sale of the Notes, together with cash on hand, to make the Prepayment discussed above.

During the second quarter of 2015, the Company incurred and deferred transaction costs of $19 million, which are classified as other assets in the Company’s Consolidated Balance Sheet and amortized to interest expense over the contractual term of the Notes. The Company’s unamortized transaction costs related to the Notes were $17 million at December 31, 2015.

The Notes bear interest at a rate of 5.875% per annum and interest is payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2016. The Notes mature on July 15, 2022. The Notes are unsecured senior indebtedness of the Company and are effectively subordinated to the Company’s and the Subsidiary Guarantors’ existing and future secured indebtedness, including indebtedness under the Secured Credit Facility, to the extent of the value of the assets securing such indebtedness. The Indenture provides that the guarantee of each Subsidiary Guarantor is an unsecured senior obligation of that Subsidiary Guarantor. The Notes are, subject to certain exceptions, guaranteed by each of the Company’s domestic subsidiaries that guarantee the Company’s obligations under the Secured Credit Facility.

The Company may redeem the Notes, in whole or in part, at any time prior to July 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus the applicable make-whole premium. The Company may redeem the Notes, in whole or in part, at any time (i) on and after July 15, 2018 and prior to July 15, 2019, at a price equal to 102.938% of the principal amount of the Notes, (ii) on or after July 15, 2019 and prior to July 15, 2020, at a price equal to 101.469% of the principal amount of the Notes, and (iii) on or after July 15, 2020, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but excluding) the applicable redemption date. In addition, at any time prior to July 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 105.875%, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption.

The Indenture contains covenants that, among other things, limit the ability of the Company and the Company’s restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends to the Company or the Subsidiary Guarantors or make other intercompany transfers; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control triggering event, the Company is required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any to (but excluding) the repurchase date. If the Company sells assets under certain circumstances, it must use the proceeds to make an offer to purchase the Notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the repurchase date.

Notes Registration Rights Agreement

In connection with the issuance of the Notes, the Company and the Subsidiary Guarantors entered into an exchange and registration rights agreement, dated as of June 24, 2015, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the “Notes Registration Rights Agreement”). Pursuant to the Notes Registration Rights Agreement, the Company and the Subsidiary Guarantors have agreed to file an exchange offer registration statement with the Securities and Exchange Commission (the “SEC”) to exchange the Notes and the Guarantees for substantially identical securities registered under the Securities Act of 1933, as amended. The Company and the Subsidiary Guarantors have also agreed to file a shelf registration statement to cover resales of the Notes and the Guarantees under certain circumstances. The Company and the Subsidiary Guarantors agreed to use their commercially reasonable efforts to cause the exchange offer to be consummated as promptly as reasonably practicable after the exchange offer registration statement has become effective and to cause the exchange offer to become effective within 270 days following the issue date of the Notes. In addition, if the exchange offer has not been completed within 360 days after the issue date of the Notes, the Company and the Subsidiary Guarantors have agreed to use their commercially reasonable efforts to file a shelf registration statement and to cause such shelf registration statement to become effective within 90 days of filing such shelf registration statement. If the registration obligations under the Notes Registration Rights Agreement have not been satisfied, under certain circumstances, additional interest will accrue on the Notes for the period from the occurrence of such a registration default (but only with respect to one registration default at any particular time) until such time as all registration defaults have been cured at a rate per annum equal to 0.25% during the first 90-day period following the occurrence of such registration default which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a maximum of 0.50%.

Dreamcatcher—In addition, the Company and the Guarantors guarantee the obligations of Dreamcatcher under its $27 million senior secured credit facility (the “Dreamcatcher Credit Facility”) entered into in connection with Dreamcatcher’s acquisition of the Dreamcatcher stations (see Note 5). The obligations of the Company and the Guarantors under the Dreamcatcher Credit Facility are secured on a pari passu basis with its obligations under the Secured Credit Facility.

Senior Toggle Notes—In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On December 27, 2013, the Company deposited $202 million with the Trustee ($174 million of which, inclusive of accrued interest of $2 million, was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Other—During 2014, the Company incurred $10 million of transaction costs related to a senior secured credit facility which was entered into by Tribune Publishing in connection with the spin-off of the Company’s principal publishing operations on August 4, 2014. The related assets and liabilities for these transaction costs were distributed to Tribune Publishing in the Publishing Spin-off (see Note 2).

Exit Financing Facilities—On the Effective Date, Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as guarantors, entered into a $1.100 billion secured term loan facility with a syndicate of lenders led by JPMorgan (the “Term Loan Exit Facility”). Reorganized Tribune Company as borrower, along with certain of its operating subsidiaries as additional borrowers or guarantors, also entered into a secured asset-based revolving credit facility of $300 million, subject to borrowing base availability, with a syndicate of lenders led by Bank of America, N.A. (the “ABL Exit Facility” and together with the Term Loan Exit Facility, the “Exit Financing Facilities”). The proceeds from the Term Loan Exit Facility were used to fund certain required payments under the Plan (see Note 3). In connection with entering into the Secured Credit Facility to fund the Local TV Acquisition (see Note 5), the Exit Financing Facilities were terminated and repaid in full on December 27, 2013. The lenders under the Term Loan Exit Facility received $1.106 billion consisting of $1.095 billion in principal and accrued interest and a prepayment premium of $11 million. There were no amounts outstanding under the ABL Exit Facility at the time of termination. The Company recognized a loss of $28 million on the extinguishment of the Term Loan Exit Facility in its Consolidated Statement of Operations for the year ended December 29, 2013, which includes the prepayment premium of $11 million, unamortized debt issuance costs of $7 million and an unamortized original issuance discount of $10 million.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures

NOTE 11: FAIR VALUE MEASUREMENTS

The Company measures and records in its consolidated financial statements certain assets and liabilities at fair value. ASC Topic 820 establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels:

• Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

• Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data.

• Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

The Company’s investment in Tribune Publishing is recorded at fair value and is categorized as Level 1 within the fair value hierarchy as the common stock of Tribune Publishing is publicly traded on the NYSE. The Company’s investment in Tribune Publishing is measured at fair value on a recurring basis. As of December 31, 2015 the fair value and cost basis of the Company’s investment in Tribune Publishing was $4 million and $0, respectively. As of December 28, 2014 the fair value and cost basis of the Company’s investment in Tribune Publishing was $9 million and $0, respectively.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value due to their short term to maturity.

Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands):

	December 31, 2015				December 28, 2014
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Cost method investments	$	20,868	$	20,868	$	18,238	$	18,238
Convertible note receivable	$	—	$	—	$	2,000	$	2,000
Term Loan Facility	$	2,328,038	$	2,360,155	$	3,411,744	$	3,471,017
5.875% Senior Notes due 2022	$	1,108,250	$	1,100,000	$	—	$	—
Dreamcatcher Credit Facility	$	18,587	$	18,868	$	23,498	$	23,914

The following methods and assumptions were used to estimate the fair value of each category of financial instruments.

Cost Method Investments—Cost method investments in private companies are recorded at cost, net of write-downs resulting from periodic evaluations of the carrying value of the investments. No events or changes in circumstances occurred during 2015 or 2014 that suggested a significant adverse effect on the fair value of the Company’s investments. The carrying value of the cost method investments at both December 31, 2015 and December 28, 2014 approximated fair value. The cost method investments would be classified in Level 3 of the fair value hierarchy.

Convertible Note Receivable—As of December 28, 2014, the Company held a $2 million convertible note receivable from a private company which was recorded at cost. During 2015, the Company determined that there was a decline in the fair value of the convertible note receivable that was other than temporary. Therefore, the Company recorded a $2 million non-cash pretax charge to write down the value of the convertible note receivable, which is included in non-operating items in the Consolidated Statement of Operations for the year ended December 31, 2015.

Term Loan Facility—The fair value of the outstanding principal balance of the term loans under the Company’s Term Loan Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

5.875% Senior Notes due 2022—The fair value of the outstanding principal balance of the Company’s 5.875% Senior Notes due 2022 at December 31, 2015 is based on pricing from observable market information in a non-active market and would be classified in Level 2 of the fair value hierarchy.

Dreamcatcher Credit Facility—The fair value of the outstanding principal balance of the Company’s Dreamcatcher Credit Facility at both December 31, 2015 and December 28, 2014 is based on pricing from observable market information for similar instruments in a non-active market and would be classified in Level 2 of the fair value hierarchy.

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Contracts Payable for Broadcast Rights

12 Months Ended

Dec. 31, 2015

Contracts Payable For Broadcast Rights [Abstract]

Contracts Payable for Broadcast Rights

NOTE 12: CONTRACTS PAYABLE FOR BROADCAST RIGHTS

Contracts payable for broadcast rights totaled $622 million and $459 million at December 31, 2015 and December 28, 2014, respectively. Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2015 are as follows (in thousands):

2016	$	236,676
2017	120,256
2018	97,038
2019	90,343
2020	58,341
Thereafter	19,129
Total	$	621,783

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

NOTE 13: COMMITMENTS AND CONTINGENCIES

Broadcast Rights—The Company has entered into certain contractual commitments for broadcast rights that are not currently available for broadcast, including programs not yet produced. In accordance with ASC Topic 920, such commitments are not included in the Company’s consolidated financial statements until the cost of each program is reasonably determinable and the program is available for its first showing or telecast. If programs are not produced, the Company’s commitments would expire without obligation. Payments for broadcast rights generally commence when the programs become available for broadcast. At December 31, 2015 and December 28, 2014, these contractual commitments totaled $999 million and $960 million, respectively.

Operating Leases—The Company leases certain equipment and office and production space under various operating leases. Net lease expense from continuing operations was $30 million in 2015, $27 million in 2014 and $20 million in 2013. The Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2015 were as follows (in thousands):

2016	$	29,302
2017	25,836
2018	20,615
2019	17,967
2020	17,227
Thereafter	68,972
Total	$	179,919

Other Commitments—At December 31, 2015, the Company had commitments related to the purchase of technology services, news and market data services, and talent contracts totaling $347 million.

FCC Regulation—Various aspects of the Company’s operations are subject to regulation by governmental authorities in the United States. The Company’s television and radio broadcasting operations are subject to FCC jurisdiction under the Communications Act of 1934, as amended. FCC rules, among other things, govern the term, renewal and transfer of radio and television broadcasting licenses, and limit the number of media interests in a local market that a single entity can own. Federal law also regulates the rates charged for political advertising and the quantity of advertising within children’s programs.

Television and radio broadcast station licenses are granted for terms of up to eight years and are subject to renewal by the FCC in the ordinary course, at which time they may be subject to petitions to deny the license renewal applications. As of February 29, 2016, the Company had FCC authorization to operate 39 television stations and one AM radio station.

Under the FCC’s “Local Television Multiple Ownership Rule” (the “Duopoly Rule”), the Company may own up to two television stations within the same Nielsen Designated Market Area (“DMA”) (i) provided certain specified signal contours of the stations do not overlap, (ii) where certain specified signal contours of the stations overlap but, at the time the station was created, no more than one of the stations was a top 4-rated station and the market would continue to have at least eight independently-owned full power stations after the station combination is created or (iii) where certain waiver criteria are met. The Company owns duopolies permitted under the “top-4/8 voices” test in the Seattle, Denver, St. Louis, Indianapolis, Oklahoma City and New Orleans DMAs. The Indianapolis duopoly is permitted under the Duopoly Rule because it met the top-4/8 voices test at the time we acquired WTTV(TV)/WTTK(TV) in July 2002. Duopoly Rule waivers granted in connection with the FCC’s approval of the Company’s plan of reorganization (the “Exit Order”) or the Local TV Acquisition (the “Local TV Transfer Order”) authorize the Company’s ownership of duopolies in the New Haven-Hartford and Fort Smith-Fayetteville DMAs, and full power “satellite” stations in the Denver and Indianapolis DMAs.

Under the FCC’s “Newspaper Broadcast Cross Ownership Rule” (the “NBCO Rule”), the Company and holders of “attributable interests” in the Company generally are prohibited from owning or holding attributable interests in both daily newspapers and broadcast stations in the same market. On August 4, 2014, the Company completed the Publishing Spin-off and retained 381,354 shares of Tribune Publishing common stock, representing 1.5% of the outstanding common stock of Tribune Publishing (see Note 2). The Company determined that it does not have an attributable interest in the daily newspaper business or operations of Tribune Publishing. As a result of the pro rata distribution of Tribune Publishing stock to shareholders of the Company, the three attributable shareholders of the Company (collectively, the “Attributable Shareholders”) became attributable shareholders of Tribune Publishing. The residual common attributable interests of the Attributable Shareholders in the Company and Tribune Publishing maintain the status quo with respect to these shareholders’ interests in the companies.

The Company’s television/newspaper interests are subject to a temporary waiver of the NBCO Rule which was granted by the FCC in conjunction with its approval of the Exit Order. On November 12, 2013, the Company filed with the FCC a request for extension of the temporary NBCO Rule waivers granted in the Exit Order. That request is pending. Meanwhile, in its pending 2014 Quadrennial Review of the ownership rules, the FCC is considering a proposal that would modify the NBCO Rule by establishing a favorable presumption with respect to certain daily newspaper/broadcast combinations in the 20 largest markets and a rebuttable negative presumption with respect to such combinations in all other markets. The proceeding is pending. The Company cannot predict the outcome of this proceeding or whether the FCC will allow the Company’s existing temporary waiver to remain in effect pending the conclusion of the proceeding.

The FCC’s “National Television Multiple Ownership Rule” prohibits the Company from owning television stations that, in the aggregate, reach more than 39% of total U.S. television households, subject to a 50% discount of the number of television households attributable to UHF stations (the “UHF Discount”). The Company’s current national reach would exceed the 39% cap on an undiscounted basis. In a pending rulemaking proceeding the FCC has proposed to repeal the UHF Discount but to grandfather existing combinations that exceed the 39% cap. Under the FCC’s proposal, absent a waiver, a grandfathered station group would have to come into compliance with the modified cap upon a sale or transfer of control. If adopted as proposed, the elimination of the UHF Discount would affect the Company’s ability to acquire additional television stations (including the Dreamcatcher stations that are the subject of certain option rights held by the Company, see Note 5 for further information).

The Company provides certain operational support and other services to the Dreamcatcher stations pursuant to shared services agreements (“SSA”).  In its pending 2014 Quadrennial Review proceeding, the FCC is seeking comment on proposals to adopt reporting requirements for SSAs. The Company cannot predict the outcome of that proceeding or its effect on the Company’s business or operations. Meanwhile, in a public notice released on March 12, 2014, the FCC announced that pending and future transactions involving SSAs will be subject to a higher level of scrutiny if they include a combination of certain operational and economic features. Although the Company currently has no transactions pending before the FCC that would be subject to such higher scrutiny, this policy could limit the Company’s future ability to enter into SSAs or similar arrangements.

In a Report and Order and Further Notice of Proposed Rulemaking issued on March 31, 2014, the FCC is seeking comment on whether to eliminate or modify its “network non-duplication” and “syndicated exclusivity” rules, pursuant to which local television stations may enforce their contractual exclusivity rights with respect to network and syndicated programming. Pursuit to the Satellite Television Extension and Localism Act of 2010 (“STELA”) Reauthorization Act, enacted in December 2014 (“STELAR”), the FCC has adopted regulation prohibiting a television station from coordinating retransmission consent negotiations or negotiating retransmission consent on a joint basis with a separately owned television station in the same market. The Company does not currently engage in retransmission consent negotiations jointly with any other stations in its markets. In response to Congress’s directive in STELAR, on September 2, 2015, the FCC issued a Notice of Proposed Rulemaking (“NPRM”) seeking comment on whether the FCC should make changes to its rules requiring that commercial broadcast television stations and multichannel video programming distributors (“MVPDs”) negotiate in “good faith” for the retransmission by MVPDs of local television signals. Under the Communications Act, MVPDs may not retransmit a commercial broadcast television station’s signal without the station’s consent (unless the station has elected “must-carry” status). Stations and MVPDs are required to negotiate for retransmission consent in “good faith.” The FCC’s rules implementing the good faith requirement identify certain practices that presumptively violate the obligation to negotiate in good faith. The FCC also may consider whether other practices violate the good faith requirement under the “totality of the circumstances.” The NPRM seeks comment generally on the state of the retransmission consent market and the effectiveness of the FCC’s existing rules. Although the NPRM does not propose any changes to the existing rules, it asks whether several practices should be considered consistent with, or a violation of, the good faith requirement. The Company cannot predict the impact of the FCC’s proposals on the Company’s business.

Federal legislation enacted in February 2012 authorizes the FCC to conduct voluntary “incentive auctions” in order to reallocate certain spectrum currently occupied by television broadcast stations to mobile wireless broadband services, to “repack” television stations into a smaller portion of the existing television spectrum band and to require television stations that do not participate in the auction to modify their transmission facilities, subject to reimbursement for reasonable relocation costs up to an industry-wide total of $1.75 billion. If any of the Company’s television stations are required to change frequencies or otherwise modify their operations, the stations could incur substantial conversion costs, reduction or loss of over-the-air signal coverage or an inability to provide high definition programming and additional program streams. The FCC has adopted rules to implement the incentive auction and repacking through a number of orders and public notices. Applications to participate in the auction were due on January 12, 2016 and the auction is scheduled to begin on March 29, 2016, but may be cancelled, delayed or materially altered. The Company has filed applications to participate in the auction. The Company cannot predict the likelihood, timing or outcome of the incentive auction, or any related FCC regulatory action. The FCC has adopted strict communications prohibitions with respect to the auction which went into effect on January 12, 2016, and will remain in effect until the FCC publicly announces that the auction has ended (which could be as late as fourth quarter 2016 or later). During such time, the Company and its agents, employees, officers and directors are prohibited from directly or indirectly communicating-both internally and externally-certain information regarding the Company’s auction participation.

As described in Note 5, the Company completed the Local TV Acquisition on December 27, 2013 pursuant to FCC staff approval granted on December 20, 2013 in the Local TV Transfer Order. On January 22, 2014, Free Press filed an Application for Review seeking review by the full Commission of the Local TV Transfer Order. The Company filed an Opposition to the Application for Review on February 21, 2014. Free Press filed a reply on March 6, 2014. The matter is pending.

On January 27, 2016, the FCC announced the initiation of a proceeding entitled “Proposal to Unlock the Set-Top Box: Creating Choice & Innovation.” On February 18, 2016, the FCC released a Notice of Proposed Rule Making. While the period to comment on this NPRM is still on-going, one proposed requirement in the NPRM is that program providers pass through information about what programming is available, such as channel and program information and “entertainment identifier register IDs.” Adoption of this requirement without, among other things, adequately protecting proprietary and intellectual property rights in program guide content of which we are a major producer and distributor, and respecting contracts between entertainment data providers and their customers could negatively affect our entertainment data licensing business.

From time to time, the FCC revises existing regulations and policies in ways that could affect the Company’s broadcasting operations. In addition, Congress from time to time considers and adopts substantive amendments to the governing communications legislation. The Company cannot predict such actions or their resulting effect upon the Company’s business and financial position.

Other Contingencies—The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. In addition, the Company and its subsidiaries are involved from time to time as parties in various regulatory, environmental and other proceedings with governmental authorities and administrative agencies. See Note 14 for a discussion of potential income tax liabilities.

The Company does not believe that any other matters or proceedings presently pending will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or liquidity.

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure

NOTE 14: INCOME TAXES

The following is a reconciliation of income taxes from continuing operations computed at the U.S. federal statutory rate of 35% to income tax expense from continuing operations reported in the Consolidated Statements of Operations (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
(Loss) Income from continuing operations before income taxes	$	(297,595	)	$	741,810		$	258,907		$	8,284,314
Federal income taxes (35% in 2015, 2014 and 2013)	(104,158		)	259,633			90,617			—
State and local income taxes, net of federal tax benefit	3,149			31,535			11,768			—
Domestic production activities deduction	(6,796		)	(7,910		)	(7,560		)	—
Non-deductible reorganization and acquisition costs	1,234			4,268			6,466			—
Non-deductible goodwill	133,350			—			—			—
Income tax settlements and other adjustments, net	(9,288		)	(1,801		)	(15,878		)	—
Tax rate change due to Publishing Spin-off	—			(10,810		)	—			—
Excess capital losses	—			—			6,944			—
Other, net	4,832			3,784			3,608			—
Income taxes on reorganization items	—			—			—			181,734
Income taxes attributable to fair value adjustments	—			—			—			888,455
Income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189
Effective tax rate	(7.5)%			37.6%			37.1%			12.9%

Subchapter S Corporation Election, Subsequent Conversion to C Corporation and Implementation of Fresh-Start Reporting—On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the IRC, which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The ESOP was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate.

As a result of the election and in accordance with ASC Topic 740, the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries.

On the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled and (iii) new shares of Reorganized Tribune Company were issued to shareholders who did not meet the necessary criteria to qualify as a subchapter S corporation shareholder. As a result, Reorganized Tribune Company converted from a subchapter S corporation to a C corporation under the IRC and therefore is subject to federal and state income taxes in periods subsequent to the Effective Date. The net tax expense relating to this conversion and other reorganization adjustments recorded in connection with Reorganized Tribune Company’s emergence from bankruptcy was $195 million, which was reported as an increase in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. In addition, the implementation of fresh-start reporting, as described in Note 4, resulted in an aggregate increase of $968 million in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. As a C corporation, Reorganized Tribune Company is subject to income taxes at a higher effective tax rate.

As described in Note 4, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $163 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

In 2015, income tax expense amounted to $22 million, which reflects the tax impact of the reversal of $381 million of book loss related to an impairment of non-deductible goodwill. In addition, tax expense included favorable adjustments of $9 million related to the resolution of certain federal and state income tax matters and other adjustments.

In 2014, income tax expense amounted to $279 million, which included favorable adjustments of $2 million primarily related to the resolution of certain federal income tax matter and an $11 million one-time benefit due to the decrease in the Company’s net state deferred tax liabilities as a result of the change in the Company’s income tax rate immediately following the Publishing Spin-off.

In 2013, income tax expense amounted to $96 million primarily as a result of the Company’s conversion to a C corporation as discussed above. Income tax expense in 2013 includes $16 million of income tax benefit primarily related to the resolution of certain federal income tax matters and refunds of interest paid on prior tax assessments, partially offset by $7 million of income tax expense related to capital losses generated in 2013 but not utilized and not available to carryforward as a result of emergence from bankruptcy (see “Emergence from Chapter 11” section below).

The net income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012 totaled $1.001 billion, of which a $70 million income tax benefit is included in income (loss) from discontinued operations, net of taxes. See Note 4 for further information.

The Company has not recorded a provision for deferred U.S. income tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of undistributed foreign earnings was less than $2 million at both December 31, 2015 and December 28, 2014 and less than $1 million at December 29, 2013. The determination of the amount of unrecognized U.S. deferred income tax liability with respect to these undistributed foreign earnings is not practicable.

Components of income tax expense from continuing operations were as follows (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
Current:
U.S. federal	$	145,034		$	382,727		$	97,914		$	(7,246	)
State and local	17,364			77,179			20,308			1,047
Sub‑total	162,398			459,906			118,222			(6,199		)
Deferred:
U.S. federal	(119,813		)	(136,869		)	(18,727		)	918,604
State and local	(20,262		)	(44,338		)	(3,530		)	157,784
Sub‑total	(140,075		)	(181,207		)	(22,257		)	1,076,388
Total income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189

Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands):

	December 31, 2015			December 28, 2014
Deferred tax assets:
Broadcast rights	$	86,451		$	71,407
Postretirement benefits other than pensions	3,933			5,570
Stock-based compensation and other employee benefits	17,721			13,447
Pensions	180,368			185,514
Other accrued liabilities	18,904			21,923
Other future deductible items	18,132			14,451
Net operating loss carryforwards	11,072			12,327
Accounts receivable	3,102			2,671
	339,683			327,310
Valuation allowance on net operating loss carryforwards	(2,909		)	(7,557		)
Total deferred tax assets	$	336,774		$	319,753
Deferred tax liabilities:
Net intangible assets	$	669,056		$	668,450
Investments	418,908			442,554
Deferred gain on partnership contributions	164,322			283,950
Net properties	61,304			49,122
Other	5,807			2,216
Total deferred tax liabilities	1,319,397			1,446,292
Net deferred tax liabilities	$	982,623		$	1,126,539

The net deferred tax liability of $983 million is reported in the Consolidated Balance Sheet at December 31, 2015 as a non-current deferred tax asset of $1 million (a component of other non-current assets) and a non-current deferred tax liability of $984 million.

Federal, State and Foreign Operating Loss Carryforwards—At December 31, 2015 and December 28, 2014, the Company had approximately $132 million and $149 million, respectively, of federal, state and foreign operating loss carryforwards. The carryforwards will expire between 2016 and 2033. For the year ended December 31, 2015, the Company recorded a $5 million reduction to the valuation allowance on the basis of management’s reassessment of the related net operating losses that are more likely than not to be realized.

Newsday and Chicago Cubs Transactions—As further described in Note 9, the Company consummated the closing of the Newsday Transactions on July 29, 2008. As a result of these transactions, CSC, through NMG Holdings, Inc., owned approximately 97% and the Company owned approximately 3% of NHLLC. The fair market value of the contributed NMG net assets exceeded their tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. In March 2013, the IRS issued its audit report on the Company’s federal income tax return for 2008 which concluded that the gain should have been included in the Company’s 2008 taxable income. Accordingly, the IRS has proposed a $190 million tax and a $38 million accuracy-related penalty. After-tax interest on the proposed tax and penalty through December 31, 2015 would be approximately $37 million. The Company disagrees with the IRS’s position and has timely filed its protest in response to the IRS’s proposed tax adjustments. The Company is contesting the IRS’s position in the IRS administrative appeals division. If the IRS position prevails, the Company would also be subject to approximately $32 million, net of tax benefits, of state income taxes through December 31, 2015. If the IRS prevails, the tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2008. As of December 31, 2015, the Company has made approximately $137 million of federal and state tax payments through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Newsday Transactions. In accordance with ASC Topic 740, “Income Taxes,” the Company’s Consolidated Balance Sheet at December 28, 2014 included a deferred tax liability of $110 million related to the future recognition of taxable income related to the Newsday Transactions. As further described in Note 9, on September 2, 2015, the Company sold its remaining interest in the Newsday partnership. The Company’s remaining deferred tax liability of $101 million became payable upon the consummation of the sale. The tax payments were made in the fourth quarter of 2015. The sale of its partnership interest does not impact the ongoing IRS audit, nor does it change the Company’s view on the tax position(s) taken on the original transaction.

As further described in Note 9, the Company consummated the closing of the Chicago Cubs Transactions on October 27, 2009. As a result of these transactions, Ricketts Acquisition LLC owns 95% and the Company owns 5% of the membership interests in New Cubs LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain because the transaction was structured to comply with the partnership provisions of the IRC and related regulations. The IRS is currently auditing the Company’s 2009 federal income tax return which includes the Chicago Cubs Transactions. The Company expects the IRS audit to be concluded during 2016. If the gain on the Chicago Cubs Transactions is deemed by the IRS to be taxable in 2009, the federal and state income taxes would be approximately $225 million before interest and penalties. If the IRS prevails, any tax, interest and penalty due will be offset by any tax payments made relating to this transaction subsequent to 2009. As of December 31, 2015, the Company has paid approximately $35 million through its regular tax reporting process. The Company does not maintain any tax reserves relating to the Chicago Cubs Transactions. In accordance with ASC Topic 740, the Company’s Consolidated Balance Sheet at December 31, 2015 and December 28, 2014 includes a deferred tax liability of $164 million and $174 million, respectively, related to the future recognition of taxable income related to the Chicago Cubs Transactions.

Accounting for Uncertain Tax Positions—The Company accounts for uncertain tax positions in accordance with ASC Topic 740, which addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure.

The Company’s liability for unrecognized tax benefits totaled $34 million at December 31, 2015 and $19 million at December 28, 2014. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $26 million and $17 million impact on the Company’s reported income tax expense in 2015 and 2014, respectively.

As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At both December 31, 2015 and December 28, 2014, the Company’s accrued interest and penalties related to uncertain tax positions totaled less than $1 million.

The IRS has completed its audits of the Company’s returns for all fiscal years prior to 2008 and the Company has paid all taxes relating to tax years ended prior to 2008. State income tax returns are generally subject to examination for a period of three to five years after they are filed, although many states often receive extensions of time from the Company. In addition, states may examine the state impact of any federal changes for a period of up to one year after the states are formally notified of the changes. The Company currently has various state income tax returns in the process of examination or administrative appeals. No foreign income tax returns are currently in the process of examination or administrative appeal.

The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2013, 2014 and 2015 (in thousands):

Liability at December 30, 2012	$	23,582
Gross increase as a result of tax positions related to a prior period	642
Gross increase as a result of tax positions related to the current period	7,009
Decreases related to settlements with taxing authorities	(9,689		)
Liability at December 29, 2013	$	21,544
Gross increase as a result of tax positions related to a prior period	913
Decrease related to statute of limitations expirations	(3,605		)
Liability at December 28, 2014	$	18,852
Gross increase as a result of tax positions related to a prior period	12,573
Gross increase as a result of tax positions related to the current period	3,841
Decrease related to statute of limitations expirations	(1,634		)
Liability at December 31, 2015	$	33,632

Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $10 million within the next twelve months due to the resolution of tax examination issues and statute of limitations expirations.

Emergence From Chapter 11—Prior to the Effective Date, the Company and its subsidiaries consummated an internal restructuring, pursuant to and in accordance with the terms of the Plan. These restructuring transactions included, among other things, (i) converting certain of the Company’s subsidiaries into limited liability companies or merging certain of the Company’s subsidiaries into newly-formed limited liability companies, (ii) consolidating and reallocating certain operations, entities, assets and liabilities within the organizational structure of the Company and (iii) establishing a number of real estate holding companies. These transactions had no impact on reported income tax expense for 2012.

Generally, for federal tax purposes, the discharge of a debt obligation in a bankruptcy proceeding for an amount less than its adjusted issue price (as defined in the IRC) creates cancellation of indebtedness income (“CODI”) that is excludable from the obligor’s taxable income. However, certain income tax attributes are reduced by the amount of CODI. The prescribed order of income tax attribute reduction is as follows: (i) net operating losses for the year of discharge and net operating loss carryforwards, (ii) most credit carryforwards, including the general business credit and the minimum tax credit, (iii) net capital losses for the year of discharge and capital loss carryforwards and (iv) the tax basis of the debtors’ assets. At the Effective Date, a subsidiary of Reorganized Tribune Company had a net operating loss carryforward which was reduced to zero as a result of the CODI rules. The CODI rules also require Reorganized Tribune Company to reduce any capital losses generated and not utilized during 2013. The impact of the reduction in tax basis of assets and the elimination of the net operating loss carryforward were reflected in income tax expense in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

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Pension and Other Retirement Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure

NOTE 15: PENSION AND OTHER RETIREMENT PLANS

Employee Pension Plans— The Tribune Company pension plan was frozen as of December 1998 in terms of pay and service. An employee stock ownership plan established in 1988 was fully allocated at the end of 2003 and was replaced by an enhanced 401(k) plan in 2004.

In connection with the Times Mirror acquisition, the Company assumed defined benefit pension plans and various other contributory and non-contributory retirement plans covering substantially all of Times Mirror’s former employees. In general, benefits under the Times Mirror defined benefit plans were based on the employee’s years of service and compensation during the last five years of employment. In December 2005, the pension plan benefits for former Times Mirror non-union and non-Newsday employees were frozen. In March 2006, the pension plan benefits for Newsday union and non-union employees were frozen. Benefits provided by Times Mirror’s Employee Stock Ownership Plan (“Times Mirror ESOP”), which was fully allocated as of December 31, 1994, are used to offset certain pension plan benefits and, as a result, the defined benefit plan obligations are net of the actuarially equivalent value of the benefits earned under the Times Mirror ESOP. The maximum offset is equal to the value of the benefits earned under the defined benefit plan.

Effective January 1, 2008, the Tribune Company pension plan was amended to provide a tax-qualified, non-contributory guaranteed cash balance benefit for eligible employees. In addition, effective December 31, 2007, the Tribune Company pension plan was amended to provide a special one-time initial cash balance benefit for eligible employees. On November 3, 2009, the Company announced that participant cash balance accounts in the Tribune Company pension plan would be frozen after an allocation equal to 3% of eligible compensation for the 2009 plan year was made to the accounts of eligible employees. Such an allocation was made during the first quarter of 2010.

The Company also maintains three small defined benefit pension plans for other employees and former employees and participates in several multiemployer pension plans on behalf of employees represented by certain unions. During 2011, two of these small Company-sponsored defined benefit pension plans were frozen. In March 2011, the pension plan benefits of The Baltimore Sun Company Retirement Plan for Mailers (the “Baltimore Mailers Plan”) were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Baltimore Mailers Union Local No. 888. In June 2011, the pension plan benefits of The Baltimore Sun Company Employees’ Retirement Plan were frozen in terms of pay and service for employees covered under the collective bargaining agreement between the Company and the Washington-Baltimore Newspaper Guild. The other small Company-sponsored defined benefit pension plan covers certain union employees covered by collective bargaining agreements and certain hourly employees not covered by a separate collective bargaining agreement. This plan is not frozen and represents less than 2% of the total projected benefit obligation for the Company-sponsored defined benefit pension plans at December 31, 2015.

See “Multiemployer Pension Plans” section below for further discussion of the Company’s participation in multiemployer pension plans.

As a result of the filing of the Chapter 11 Petitions, the Predecessor was not allowed to make postpetition benefit payments under its non-qualified pension plans unless otherwise approved by the Bankruptcy Court. In the third quarter of 2012, the Plan was confirmed which, among other things, resulted in adjustments to certain claims related to the Predecessor’s non-qualified pension plans that were otherwise contingent upon the confirmation of the Plan. As a result, the Debtors recorded losses totaling approximately $19 million related to increasing the Predecessor’s liabilities under its non-qualified pension plans pursuant to a settlement agreement. Such losses were included in reorganization costs, net in the Predecessor’s Consolidated Statement of Operations for December 30, 2012. On the Effective Date, the Predecessor’s obligations with respect to these plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which is included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Multiemployer Pension Plans—The Company contributes to various multiemployer pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers. If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Alternatively, if the Company chooses to stop participating in one of its multiemployer plans, it may incur a withdrawal liability based on the unfunded status of the plan.The Company’s contributions to multiemployer pension plans were $3 million, $6 million and $6 million for 2015, 2014 and 2013, respectively. The contributions for 2014 and 2013 include contributions related to multiemployer pension plans which were assumed by Tribune Publishing subsequent to the Publishing Spin-off and totaled $3 million and $4 million, respectively. Based on contributions reported in the most recent Form 5500 for the largest multiemployer pension plan, the Company’s contributions represent less than 5% of the plan’s total contributions. No multiemployer pension plan contributed to by the Company was individually significant. The Pension Protection Act of 2006 (“PPA”) zone status as of December 31, 2015 for the AFTRA Retirement Plan, which represented 93% of the Company’s contributions in 2015, was green based on the plan’s year-end at December 31, 2014. Pursuant to the PPA, a plan in the green zone is at least 80% funded. The Company’s participation in other plans was immaterial in 2015.

Postretirement Benefits Other Than Pensions—TheCompany provides postretirement health care and life insurance benefits to eligible employees under a variety of plans. There is some variation in the provisions of these plans, including different provisions for lifetime maximums, prescription drug coverage and certain other benefits. In 2015, the Company notified certain employees that it will no longer offer retiree medical coverage to employees who retire after January 1, 2016 as well as revised benefits for a certain group of plan participants that was effective January 1, 2016. These plan changes decreased the Company’s other postretirement benefit obligation by $4 million. This unrecognized gain will be recognized as amortization of prior service credits over 10 years, which represents the average remaining life expectancy of plan participants.

Obligations and Funded Status—Asdiscussed in Note 1, the Company recognizes the overfunded or underfunded status of its defined benefit pension and other postretirement plans as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income.

Summarized information for the Company’s defined benefit pension plans and other postretirement plans is provided below (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Change in benefit obligations:
Projected benefit obligations, beginning of year	$	2,124,373		$	1,794,470		$	14,005		$	62,072
Service cost	709			463			81			328
Interest cost	81,815			82,109			451			1,466
Plan amendments	—			—			(3,887		)	—
Impact of Medicare Reform Act	—			—			72			78
Actuarial (gain) loss	(114,431		)	353,374			726			(2,224		)
Benefits paid	(105,495		)	(106,043		)	(1,393		)	(3,821		)
Liability distributed in Publishing Spin-off	—			—			—			(43,894		)
Projected benefit obligations, end of year	1,986,971			2,124,373			10,055			14,005
Change in plans’ assets:
Fair value of plans’ assets, beginning of year	1,655,257			1,595,294			—			—
Actual return on plans’ assets	(19,113		)	155,456			—			—
Employer contributions	249			10,550			1,393			3,821
Benefits paid	(105,495		)	(106,043		)	(1,393		)	(3,821		)
Fair value of plans’ assets, end of year	1,530,898			1,655,257			—			—
Funded (under funded) status of the plans	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Employee compensation and benefits	$	—		$	—		$	(1,409	)	$	(1,495	)
Pension obligations, net	(456,073		)	(469,116		)	—			—
Postretirement medical, life and other benefits	—			—			(8,646		)	(12,510		)
Net amount recognized	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

The accumulated benefit obligation, which excludes the impact of future compensation increases, for all defined benefit pension plans was $1.987 billion and $2.124 billion at December 31, 2015 and December 28, 2014, respectively.

The components of net periodic benefit cost for Company-sponsored plans were as follows (in thousands):

	Pension Plans												Other Postretirement Plans
	Successor									Predecessor			Successor								Predecessor
	2015			2014			2013			Dec. 31, 2012			2015			2014			2013		Dec. 31, 2012
Service cost	$	709		$	463		$	616		$	—		$	81		$	328		$	559	$	—
Interest cost	81,815			82,109			74,489			—			451			1,466			1,994		—
Expected return on plans’ assets	(111,690		)	(113,056		)	(109,885		)	—			—			—			—		—
Recognized actuarial (gain) loss	—			(159		)	—			—			25			(22		)	—		—
Amortization of prior service credits	—			—			—			—			(81		)	—			—		—
Net periodic benefit cost (credit)	$	(29,166	)	$	(30,643	)	$	(34,780	)	$	—		$	476		$	1,772		$	2,553	$	—
Adjustments to non-qualified pension plans (1)	$	—		$	—		$	—		$	(49,295	)	$	—		$	—		$	—	$	—

(1) On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

The amounts of net periodic benefit cost for Company-sponsored other post retirement plans applicable to continuing and discontinued operations were as follows (in thousands):

	Other Postretirement Plans
	2015		2014		2013
Continuing operations	$	476	$	605	$	556
Discontinued operations	—		1,167		1,997
Net periodic benefit cost	$	476	$	1,772	$	2,553

Amounts included in the accumulated other comprehensive (loss) income component of shareholder’s equity (deficit) for Company-sponsored plans were as follows (in thousands):

	Pension Plans						Other Postretirement Plans						Total
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Unrecognized net actuarial losses, net of tax	$	(59,217	)	$	(49,262	)	$	(488	)	$	(61	)	$	(59,705	)	$	(49,323	)
Unrecognized prior service credits, net of tax	—			—			2,314			—			2,314			—
Total	$	(59,217	)	$	(49,262	)	$	1,826		$	(61	)	$	(57,391	)	$	(49,323	)

In accordance with ASC Topic 715, unrecognized net actuarial gains and losses will be recognized in net periodic pension expense over approximately 26 years, which represents the estimated average remaining life expectancy of the inactive participants receiving benefits, due to plans being frozen and participants are deemed inactive for purposes of determining remaining useful life. The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period.

Assumptions—Weighted average assumptions used each year in accounting for pension benefits and other postretirement benefits were as follows:

	Pension Plans				Other Postretirement Plans
	2015		2014		2015		2014
Discount rate for expense through Publishing Spin-Off (1)	N/A		4.70	%	N/A		3.95	%
Discount rate for expense following Publishing Spin-Off (1)	3.95	%	4.70	%	3.30	%	3.35	%
Discount rate for obligations	4.30	%	3.95	%	3.45	%	3.30	%
Increase in future salary levels for expense	3.50	%	3.50	%	—		—
Increase in future salary levels for obligations	3.50	%	3.50	%	—		—
Long-term rate of return on plans’ assets for expense	7.25	%	7.50	%	—		—

(1) In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off.

The Company utilizes the Aon Hewitt AA-Only Bond Universe Yield Curve (the “Aon Hewitt Yield Curve”) for discounting future benefit obligations and calculating interest cost. The Aon Hewitt Yield Curve represents the yield on high quality (AA and above) corporate bonds that closely match the cash flows of the estimated payouts for the Company’s benefit obligations.

The Company used a multi-pronged approach to determine its 7.25%assumption for the long-term expected rate of return on pension plan assets. This approach included a review of actual historical returns achieved and anticipated long-term performance of each asset class. See the “Plan Assets” section below for further information.

For purposes of measuring postretirement health care costs for 2015, the Company assumed a 7.5% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for2023 and remain at that level thereafter. For purposes of measuring postretirement health care obligations at December 31, 2015, the Company assumed a6.0% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.0% for 2024 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. As of December 31, 2015, a 1% change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase		1% Decrease
Service cost and interest cost	$	25	$	(22	)
Projected benefit obligation	$	283	$	(257	)

Plan Assets—The Company’s investment strategy with respect to the Company’s pension plan assets is to invest in a variety of investments for long-term growth in order to satisfy the benefit obligations of the Company’s pension plans. Accordingly, when making investment decisions, the Company endeavors to strategically allocate assets within asset classes in order to enhance long-term real investment returns and reduce volatility.

The actual allocations for the pension assets at December 31, 2015 and December 28, 2014 and target allocations by asset class were as follows:

	Percentage of Plan Assets
	Actual Allocations				Target Allocations
Asset category:	2015		2014		2015		2014
Equity securities	51.5	%	51.9	%	50.0	%	50.0	%
Fixed income securities	41.6	%	41.4	%	45.0	%	45.0	%
Cash and other short-term investments	1.1	%	1.8	%	—		—
Other alternative investments	5.8	%	4.9	%	5.0	%	5.0	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

Actual allocations to each asset class varied from target allocations due to market value fluctuations, timing, and overall market volatility during the year. The asset allocation is monitored on a quarterly basis and rebalanced as necessary.

Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks.

Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds) and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks.

Alternative investments include investments in private real estate assets, private equity funds and venture capital funds. The private equity and venture capital investments use the median internal rate of return for the given strategy and vintage year in the VentureXpert database as their benchmarks. The real estate assets use the National Council of Real Estate Investment Fiduciaries Property Index as their benchmark.

The following tables set forth, by asset category, the Company’s pension plan assets as of December 31, 2015 and December 28, 2014, using the fair value hierarchy established under ASC Topic 820 and described in Note 11 (in thousands):

	Pension Plan Assets as of December 31, 2015
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	585,719	$	—	$	—	$	585,719
Common/collective trusts	—		114,471		—		114,471
103-12 investment entity	—		159,975		—		159,975
International equity limited partnership	—		38,857		—		38,857
Fixed income:
U.S. government securities	—		167,969		—		167,969
Corporate bonds	—		246,739		—		246,739
Mortgage-backed and asset-backed securities	—		29,473		—		29,473
Other	—		26,582		—		26,582
Pooled separate account	—		18,221		—		18,221
Loan fund limited partnership	—		29,852		—		29,852
Real estate	—		—		86,909		86,909
Private equity limited partnerships	—		—		456		456
Venture capital limited partnerships	—		—		1,469		1,469
Total pension plan assets measured at fair value	$	585,719	$	832,139	$	88,834	1,506,692
Pension plan assets measured at contract value:
Insurance contracts							24,206
Total pension plan assets							$	1,530,898

	Pension Plan Assets as of December 28, 2014
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	675,548	$	—	$	—	$	675,548
Common/collective trusts	—		127,805		—		127,805
103-12 investment entity	—		164,168		—		164,168
International equity limited partnership	—		46,539		—		46,539
Fixed income:
U.S. government securities	—		174,201		—		174,201
Corporate bonds	—		246,737		—		246,737
Mortgage-backed and asset-backed securities	—		33,828		—		33,828
Other	—		30,578		—		30,578
Pooled separate account	—		19,669		—		19,669
Loan fund limited partnership	—		31,044		—		31,044
Real estate	—		—		77,731		77,731
Private equity limited partnerships	—		—		1,461		1,461
Venture capital limited partnerships	—		—		2,015		2,015
Total pension plan assets measured at fair value	$	675,548	$	874,569	$	81,207	1,631,324
Pension plan assets measured at contract value:
Insurance contracts							23,933
Total pension plan assets							$	1,655,257

Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy.

Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy.

The 103-12 investment entity has underlying assets that include plan assets of two or more plans that are not members of a related group of employee benefit plans. Securities held by this entity include registered investment companies that are valued based on the quoted sale price of the day. Securities for which no market quotations are readily available (including restricted securities) are valued using other significant observable inputs. Therefore, the 103-12 investment entity is classified in Level 2 of the fair value hierarchy.

The international equity limited partnership invests in equity securities of emerging market companies that are included in either the International Finance Corporation Free Index or the Morgan Stanley Capital International Emerging Markets Index. Securities in the international equity limited partnership contain underlying assets valued based on the net asset value as provided by the investment account manager or based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy.

U.S. government securities consist of investments in treasury securities, investment grade municipal securities and unrated or non-investment grade municipal securities and are classified in Level 2 of the fair value hierarchy. U.S. government bonds not traded on an active market are valued at a price which is based on a compilation of primarily observable market information or a broker quote in a non-active market, and are classified in Level 2 of the fair value hierarchy. Corporate bonds, mortgage-backed securities and asset-backed securities are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences and are categorized in Level 2 of the fair value hierarchy.

The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds. The pooled separate account portfolio may include investments in money market instruments, common stocks and government and corporate bonds and notes. The underlying assets are valued based on the net asset value as provided by the investment account manager and therefore the pooled separate account is classified in Level 2 of the fair value hierarchy.

The loan fund limited partnership invests in senior bank loans and other senior debt instruments of borrowers that are primarily based in the U.S. and Canada. The loans and other instruments are valued using evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences. Therefore, the loan fund limited partnership is classified in Level 2 of the fair value hierarchy.

The fair values of real estate investments have been estimated using the methods most appropriate for the type of investment, including, but not limited to, the following: forecasts of net cash flows based on analyses of revenue and expenses and anticipated net proceeds from the liquidation of the underlying investments, discounted at prevailing risk-adjusted market rates of interest; comparisons of key performance indicators of relevant industry indices; recent negotiations of comparable investments; and/or independent appraisals by lenders or other third parties, when available. Availability of real estate investments for liquidation by the Company’s pension plans is subject to the liquidity of the underlying assets. Therefore, the real estate investments are classified in Level 3 of the fair value hierarchy.

The fair values of private equity and venture capital limited partnerships are estimated on a periodic basis using models that incorporate market, income, and cost valuation methods. The valuation inputs are not highly observable, and these investment interests are not actively traded on an open market. Therefore, investments in private equity and venture capital limited partnerships are classified in Level 3 of the fair value hierarchy.

The following tables set forth a summary of changes in the fair value of the Company’s pension plan Level 3 assets for the years ended December 31, 2015 and December 28, 2014 (in thousands):

	2015
	Real Estate			Private Equity  Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	77,731		$	1,461		$	2,015
Realized net gains	2,032			46			—
Unrealized net gains (losses)	8,580			(19		)	(521		)
Transfers out of Level 3 investments	(588		)	(46		)	—
Purchases	1,371			—			—
Sales	(2,217		)	(986		)	(25		)
Balance, end of year	$	86,909		$	456		$	1,469

	2014
	Real Estate			Private Equity  Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	71,580		$	2,389		$	2,150
Realized net gains (losses)	4,003			1			—
Unrealized net gains	5,551			(680		)	(56		)
Transfers out of Level 3 investments	(2,447		)	(1		)	—
Purchases	1,212			—			—
Sales	(2,168		)	(248		)	(79		)
Balance, end of year	$	77,731		$	1,461		$	2,015

Cash Flows—In 2015, the Company made contributions of $0.2 million to certain of its qualified pension plans and $1 million to its other postretirement plans. The Company does not expect to contribute to its qualified pension plans and expects to contribute $1 million to its other postretirement plans in 2016.

Expected Future Benefit Payments—Benefit payments expected to be paid under the Company’s qualified pension plans and other postretirement benefit plans are summarized below (in thousands). The benefit payments reflect expected future service, as appropriate.

	Qualified Pension Plan Benefits		Other Postretirement Benefits
2016	$	114,523	$	1,409
2017	$	116,909	$	1,293
2018	$	119,720	$	1,157
2019	$	121,530	$	1,048
2020	$	123,001	$	942
Thereafter	$	627,912	$	3,460

Defined Contribution Plans—The Company maintains various qualified 401(k) savings plans, which permit eligible employees to make voluntary contributions on a pretax basis. The plans allow participants to invest their savings in various investments. Effective January 1, 2010, the Company amended the Tribune Company 401(k) Savings Plan to provide for a matching contribution paid by the Company of 100% on the first 2% of eligible pay contributed by eligible employees and 50% on the next 4% of eligible pay contributed. The Tribune Company 401(k) Savings Plan was also amended to provide for an annual discretionary profit sharing contribution tied to the Company achieving certain financial targets.The Company made contributions of $14 million, $21 million and $28 million, to certain of its defined contribution plans in 2015, 2014 and 2013, respectively. The Company’s contributions for 2013 include a $6 million discretionary profit sharing contribution for the 2012 plan year which was recorded as an expense in 2012 but not allocated to the accounts of eligible employees until the first quarter of 2013. During 2015, 2014 and 2013, the Company recorded compensation expense related to its defined contribution plans from continuing operations of $15 million, $14 million and $6 million, respectively. These expenses are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Operations.

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Capital Stock

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Capital Stock

NOTE 16: CAPITAL STOCK

Common Stock and Warrants—As of the Effective Date, Reorganized Tribune Company issued 78,754,269 shares of Class A Common Stock and 4,455,767 shares of Class B Common Stock. As described in Note 3, certain creditors that were entitled to receive Common Stock, either voluntarily elected to receive Class B Common Stock in lieu of Class A Common Stock or were allocated Class B Common Stock in lieu of Class A Common Stock in order to comply with the FCC’s ownership rules and requirements. The Class A Common Stock and Class B Common Stock generally provide identical economic rights, but holders of Class B Common Stock have limited voting rights, including that such holders have no right to vote in the election of directors. Subject to the ownership limitations described below, each share of Class A Common Stock is convertible into one share of Class B Common Stock and each share of Class B Common Stock is convertible into one share of Class A Common Stock, in each case, at the option of the holder at any time. During the years ended December 31, 2015, December 28, 2014, and December 29, 2013 on a net basis, 2,432,478, 772,042, and 1,389,119 shares, respectively, of Class B Common Stock were converted into 2,432,478, 772,042 and 1,389,119 shares, respectively, of Class A Common Stock.

In addition, on the Effective Date, Reorganized Tribune Company entered into the Warrant Agreement, pursuant to which the Company issued 16,789,972 Warrants to purchase Common Stock. The Company issued the Warrants in lieu of Common Stock to creditors that were otherwise eligible to receive Common Stock in connection with the implementation of the Plan in order to comply with the FCC’s foreign ownership restrictions. Each Warrant entitles the holder to purchase from the Company, at the option of the holder and subject to certain restrictions set forth in the Warrant Agreement and described below, one share of Class A Common Stock or one share of Class B Common Stock at an exercise price of $0.001 per share, subject to adjustment and a cashless exercise feature. The Warrants may be exercised at any time on or prior to December 31, 2032. During the years ended December 31, 2015, December 28, 2014, and December 29, 2013 1,718,652, 4,875,048 and 9,904,963 Warrants, respectively, were exercised for 1,718,645, 4,850,072 and 9,786,411 shares, respectively, of Class A Common Stock and nil, 24,944 and 118,533 shares, respectively, of Class B Common Stock. In addition, 9,536 shares, 5,682 shares and 4,077 shares of Class A Common Stock were issued in the form of unrestricted stock awards to certain members of the Board as compensation for retainer fees in 2015, 2014 and 2013, respectively (see Note 17 for further information). At December 31, 2015, the following amounts were issued: 291,309 Warrants, 100,015,546 shares of Class A Common Stock, of which 7,670,216 were held in treasury, and 5,605 shares of Class B Common Stock.

The Company is authorized to issue up to one billion shares of Class A Common Stock, up to one billion shares of Class B Common Stock and up to 40 million shares of preferred stock, each par value $0.001 per share, in one or more series. The Company has not issued any shares of preferred stock. The Company’s Class A Common Stock is currently traded on the New York Stock Exchange under the symbol “TRCO.” The Company’s Class B Common Stock and Warrants are currently traded over-the-counter under the symbols “TRBAB” and “TRBNW,” respectively.

Pursuant to the Company’s amended and restated certificate of incorporation and the Warrant Agreement, in the event the Company determines that the ownership or proposed ownership of Common Stock or Warrants, as applicable, would be inconsistent with or violate any federal communications laws, materially limit or impair any business activities or proposed business activities of the Company under any federal communications laws, or subject the Company to any regulation under any federal communications laws to which the Company would not be subject, but for such ownership or proposed ownership, the Company may, among other things: (i) require a holder of Common Stock or Warrants to promptly furnish information reasonably requested by the Company, including information with respect to citizenship, ownership structure, and other ownership interests and affiliations; (ii) refuse to permit a proposed transfer or conversion of Common Stock, or condition transfer or conversion on the prior consent of the FCC; (iii) refuse to permit a proposed exercise of Warrants, or condition exercise on the prior consent of the FCC; (iv) suspend the rights of ownership of the holders of Common Stock or Warrants; (v) require the conversion of any or all shares of Common Stock held by a stockholder into shares of any other class of capital stock of the Company with equivalent economic value, including the conversion of shares of Class A Common Stock into shares of Class B Common Stock or the conversion of shares of Class B Common Stock into shares of Class A Common Stock; (vi) require the exchange of any or all shares of Common Stock held by any stockholder of the Company for warrants to acquire the same number and class of shares of capital stock in the Company; (vii) to the extent the foregoing are not reasonably feasible, redeem any or all such shares of Common Stock; or (viii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction to prevent or cure any such situation.

On the Effective Date, Reorganized Tribune Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain entities related to Angelo, Gordon & Co., L.P. (the “AG Group”), Oaktree Tribune, L.P., an affiliate of Oaktree (the “Oaktree Group”) and Isolieren Holding Corp., an affiliate of JPMorgan (the “JPM Group,” and each of the JPM Group, AG Group and Oaktree Group, a “Stockholder Group”) and certain other holders of Registrable Securities who become a party thereto. “Registrable Securities” consist of Common Stock, securities convertible into or exchangeable for Common Stock and options, Warrants or other rights to acquire Common Stock. Registrable Securities will cease to be Registrable Securities, among other circumstances, upon their sale under a registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Rights Agreement gives a Stockholder Group demand registration, shelf registration and piggyback registration rights. At any time, any Stockholder Group holding at least 5% of the outstanding Class A Common Stock (on a fully diluted basis) (a “Demand Holder”) has certain rights to demand the registration of Registrable Securities on an underwritten or non-underwritten basis, provided that certain conditions are met, including that the aggregate proceeds expected to be received is greater than the lesser of (i) $100 million and (ii) 2.5% of the market capitalization of the Company. Each Stockholder Group is permitted a limited number of demand registrations on Form S-1 (Oaktree Group – five and the AG Group and JPMorgan Group – each three) and an unlimited number of demand registrations on Form S-3. The Company is not required to file a demand registration statement within 90 days after the effective date of a previous registration statement (other than on Form S-8 or S-4). At any time that the Company is eligible for registration on Form S-3, any Demand Holder may demand the Company file a shelf registration statement covering Registrable Securities. The Stockholder Groups are also afforded unlimited registration rights (piggyback rights) on any registration statement (other than registrations on Form S-8 or S-4 or for rights offerings) filed by the Company with respect to securities of the same class or series covered by such registration statement. The Company has certain rights to suspend its obligations with respect to registrations under certain conditions or upon the happening of certain events (such as pending material corporate developments) for specified periods of time as set forth in the Registration Rights Agreement. The Registration Rights Agreement also includes other customary terms and conditions, including customary lock-up or “holdback” provisions binding the stockholders and the Company and indemnity and contribution obligations of the Company and the stockholders participating in a registration. The registration rights are only transferable to, subject to certain conditions, (i) an affiliate of a Stockholder Group or (ii) a transferee of a Stockholder Group if at least 5% of the Class A Common Stock (on a fully diluted basis) is being transferred to such transferee (and such transferee may not subsequently transfer its registration rights to any other person or entity, other than to a Stockholder Group). The Registration Rights Agreement terminates on December 31, 2022.

Secondary Public Offering—Following the exercise of one of the demand registration rights by the stockholders under the Registration Rights Agreement described above, the Company filed a registration statement on Form S-1 and on April 22, 2015 it was declared effective by the SEC for a secondary offering of Class A Common Stock. On April 28, 2015, the selling stockholders completed the sale of 9,240,073 shares of Class A Common Stock at a price of $56.00 per share. The Company did not receive any of the proceeds from the shares of Class A Common Stock sold by the selling stockholders.

Common Stock Repurchases—On October 13, 2014, the Board authorized a stock repurchase program, under which the Company could repurchase up to $400 million of its outstanding Class A Common Stock in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. During 2014, the Company repurchased 1,101,160 shares in open market transactions for $68 million at an average price of $61.58 per share which included 125,566 shares, valued at $8 million, for which the Company placed trades prior to December 28, 2014 that were not settled until the first three business days of the first quarter of 2015. During fiscal 2015, the Company repurchased 6,569,056 shares of Class A Common Stock in open market transactions for $332 million at an average price of $50.59 per share. As of December 31, 2015, the Company repurchased the full $400 million of outstanding Class A Common Stock authorized under the repurchase program.

On February 24, 2016, the Board authorized a new stock repurchase program, under which the Company may repurchase up to $400 million of its outstanding Class A Common Stock. Under the stock repurchase program, the Company may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations.

Special Cash Dividend—On March 5, 2015, the Board authorized and declared a special cash dividend of $6.73 per share of Common Stock (the “Special Cash Dividend”), which was paid on April 9, 2015 to holders of record of Common Stock at the close of business on March 25, 2015. In addition, pursuant to the terms of the Warrant Agreement, the Company made a cash payment of $6.73 per Warrant on April 9, 2015 to holders of record of Warrants at the close of business on March 25, 2015. The total aggregate payment on April 9, 2015 totaled $649 million, including the payment to holders of Warrants.

Quarterly Cash Dividends—The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data):

	2015
	Per Share		Total Amount
Second quarter	$	0.25	$	24,100
Third quarter	0.25		23,620
Fourth quarter	0.25		23,555
Total quarterly cash dividends declared and paid	$	0.75	$	71,275

On February 24, 2016, the Board declared a quarterly cash dividend of $0.25 per share to be paid on March 24, 2016 to holders of record of Common Stock and Warrants as of March 10, 2016.

The payment of the cash dividends also results in the issuance of Dividend Equivalent Units (“DEUs”) to holders of RSUs and PSUs each, as defined and described in Note 17. The DEUs will be reinvested in RSUs and PSUs and settled concurrently with the vesting of associated RSUs and PSUs. Pursuant to the Company’s policy, the forfeitable DEUs and dividends payable in cash are treated as a reduction of retained (deficit) earnings.

The declaration of any future dividends and the establishment of the per share amount, record dates and payment dates for any such future dividends are at the discretion of the Board and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends (including the restricted payment covenant contained in the credit agreement governing the Secured Credit Facility), restrictions imposed by applicable law, general business conditions and other factors that the Board may deem relevant. In addition, pursuant to the terms of the Warrant Agreement, concurrently with any cash dividend made to holders of the Company’s Common Stock, holders of Warrants are entitled to receive a cash payment equal to the amount of the dividend paid per share of Common Stock for each Warrant held.

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Stock Based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Based Compensation

NOTE 17: STOCK-BASED COMPENSATION

On March 1, 2013, the Compensation Committee of the Board adopted the 2013 Equity Incentive Plan (the “Equity Incentive Plan”) for the purpose of granting stock awards to directors, officers and employees of the Company and its subsidiaries. Stock awarded pursuant to the Equity Incentive Plan is limited to five percent of the outstanding Common Stock on a fully diluted basis as of the Effective Date. There are 5,263,000 shares of Common Stock authorized for issuance under the Equity Incentive Plan. As of December 31, 2015, the Company had 2,408,731 shares of Common Stock available for grant.

The Equity Incentive Plan provides for the granting of non-qualified stock options (“NSOs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and restricted and unrestricted stock awards (collectively “Equity Awards”). Pursuant to ASC Topic 718, “Compensation-Stock Compensation,” the Company measures stock-based compensation costs on the grant date based on the estimated fair value of the award and recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company’s Equity Incentive Plan allows employees to surrender to the Company shares of vested common stock upon vesting of their stock awards or at the time they exercise their NSOs in lieu of their payment of the required withholdings for employee taxes. The Company does not withhold taxes on Equity Awards in excess of minimum required statutory requirements.

Holders of RSUs and PSUs also receive DEUs until the RSUs or PSUs vest. The number of DEUs granted for each RSU or PSU is calculated based on the value of the dividends per share paid on the Company’s Common Stock and the closing price of the Company’s Common Stock on the dividend payment date. The DEUs vest with the underlying RSU or PSU.

NSO and RSU awards generally vest 25% on each anniversary of the date of the grant. Under the Equity Incentive Plan, the exercise price of an NSO award cannot be less than the market price of the Common Stock at the time the NSO award is granted and has a maximum contractual term of 10 years. PSU awards cliff vest at the end of the two-year and three-year performance periods, depending on the period specified in each respective PSU agreement. The number of PSUs that ultimately vest depends on the Company’s performance relative to specified financial targets for fiscal years 2015, 2016 and 2017. Additionally, RSUs and PSUs are entitled to DEUs. See Note 16 for further information. Restricted and unrestricted stock awards have been issued to certain members of the Board as compensation for retainer fees and long-term awards. Restricted stock awards issued during the second quarter of 2013 vested in 33% increments on December 31, 2013, December 31, 2014 and December 31, 2015. The Company intends to facilitate settlement of all vested awards in Common Stock, with the exception of certain RSUs granted to non-US based employees, which the Company expects to settle in cash.

The Company estimates the fair value of NSO awards using the Black-Scholes option-pricing model, which incorporates various assumptions including the expected term of the awards, volatility of the stock price, risk-free rates of return and dividend yield. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the actual historical volatility of a select peer group of entities operating in similar industry sectors as the Company. The expected dividend yield was based on the Company’s expectation of future dividend payments at the time of grant. Expected life was calculated using the simplified method as described under Staff Accounting Bulletin Topic 14, “Share-Based Payment,” as the Equity Incentive Plan was not in existence for a sufficient period of time for the use of the Company-specific historical experience in the calculation.

In connection with the Publishing Spin-off, and pursuant to the terms of the Equity Incentive Plan, the number of Tribune Media Company employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Publishing Spin-off. The conversion ratio (the “Spin-off Ratio”) used to adjust the awards was based on the ratio of (a) the sum of the pre-spin Tribune Media Company closing stock price and the Tribune Publishing closing stock price (adjusted for the 4-for-1 distribution ratio) on the day prior to the Publishing Spin-off to (b) the post-spin Tribune Media Company closing stock price on the day of the Publishing Spin-off. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, which provisions also address other changes in capital structure such as dividends (other than regular dividends), stock splits, mergers or other changes in control events, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. All nonvested Equity Awards of the Company’s employees that became employees of Tribune Publishing were cancelled as Tribune Publishing replaced the Equity Awards for its employees with new equity awards in its stock. The combined impact of this award activity is collectively referred to as the “Spin-off Adjustments.” The Spin-off Adjustments resulted in the net decrease of approximately 90,525 outstanding Equity Awards, which are separately included in the line item “Adjustments due to Publishing Spin-off” in the tables below.

The awards held as of August 4, 2014 by Tribune Media Company employees were modified as follows:

• Non-Qualified Stock Options - The number of NSOs outstanding as of the date of the Publishing Spin-off was increased via the calculated Ratio and the strike price of NSOs was decreased via the Spin-off Ratio in order to preserve the intrinsic value of NSOs.

• Restricted Stock Units - The number of outstanding RSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of RSUs.

• Performance Share Units - The number of outstanding PSUs as of the date of the Publishing Spin-off was increased utilizing the calculated Spin-off Ratio in order to preserve the fair value of PSUs.

In connection with the Special Cash Dividend (see Note 16), and pursuant to the terms of the Equity Incentive Plan, the number of the Company’s employees’ outstanding equity awards, and the exercise price of the NSOs, were adjusted to preserve the fair value of the awards immediately before and after the Special Cash Dividend. The Company’s Class A Common Stock began trading ex-dividend on March 23, 2015 (the “Ex-dividend Date”). The conversion ratio (the “Ratio”) used to adjust the awards was based on the ratio of (a) unaffected closing price of Class A Common Stock on the day before the Ex-dividend Date to (b) the opening price of Class A Common Stock on the Ex-dividend Date. As the above adjustments were made pursuant to existing anti-dilution provisions of the Equity Incentive Plan, the Company did not record any incremental compensation expense related to the conversion of the Equity Awards. The Equity Awards continue to vest over the original vesting period, as described above. The combined impact of this award activity is collectively referred to as the “Adjustments.” The Adjustments increased outstanding Equity Awards by 251,537 shares, which are separately included in the line item “Adjustments due to the Special Cash Dividend” in the tables below.

The awards held as of the Ex-dividend Date by Company employees were modified as follows:

• Non-Qualified Stock Options - The number of NSOs outstanding as of the Ex-dividend Date was increased via the calculated Ratio and the strike price of NSOs was decreased via the Ratio in order to preserve the fair value of NSOs;

• Restricted Stock Units - The number of outstanding RSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of RSUs; and

• Performance Share Units - The number of outstanding PSUs as of the Ex-dividend Date was increased utilizing the calculated Ratio in order to preserve the fair value of PSUs.

The following table provides the weighted-average assumptions used to determine the fair value of NSO awards granted during 2015 and 2014:

	2015		2014
Risk-free interest rate	1.71	%	1.95	%
Expected dividend yield (1)	0.17	%	0.00	%
Expected stock price volatility	44.47	%	54.05	%
Expected life (in years)	6.25		6.24

(1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations.

The Company determines the fair value of PSU, RSU and unrestricted and restricted stock awards by reference to the quoted market price of the Class A Common Stock on the date of the grant.

Stock-based compensation expense for the year ended December 31, 2015 totaled $32 million. Stock-based compensation expense for the years ended December 28, 2014 and December 29, 2013, including the expense attributable to Tribune Publishing prior to the Publishing Spin-off, totaled $28 million and $7 million, respectively.

A summary of activity, weighted average exercise prices and weighted average fair values related to the NSOs is as follows (shares in thousands). For NSOs granted prior to the Publishing Spin-off, the weighted-average exercise prices and fair values in the table below reflect the historical values without giving effect to the Publishing Spin-off, unless otherwise specified. As noted above, on August 4, 2014, an adjustment was made to convert the exercises prices for options outstanding as of the date of the Publishing Spin-off. For NSOs granted prior to the Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to convert the number of outstanding options and the exercise prices to preserve the fair value of the awards.

	Shares		Weighted Avg. Exercise Price		Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)	Aggregate Intrinsic Value (In thousands)
Outstanding, December 31, 2012	—		$	—	$	—	—	$	—
Granted	375		57.27		27.97
Forfeited	(23	)	56.60		27.53
Outstanding, December 29, 2013	352		$	57.32	$	28.00	9.4	$	7,134
Granted	770		79.59		42.24
Exercised	(25	)	56.93		27.79
Cancelled	(4	)	56.73		27.82
Forfeited	(84	)	66.60		34.21
Adjustments due to the Publishing Spin-off (1)	(34	)	*		*
Outstanding, December 28, 2014 (2)	975		$	70.90	$	37.15	9.0	$	1,164

	Shares		Weighted Avg. Exercise Price		Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)	Aggregate Intrinsic Value (In thousands)
Outstanding, December 28, 2014 (2)	975		$	70.90	$	37.15	9.0	$	1,164
Granted	449		57.91		25.81
Exercised	(3	)	49.40		23.86
Cancelled	(31	)	64.01		33.63
Forfeited	(160	)	60.20		29.88
Adjustment due to the Special Cash Dividend	145		*		*
Outstanding, December 31, 2015 (2)	1,375		$	60.62	$	30.47	8.3	$	—
Vested and exercisable, December 31, 2015 (2)	287		$	61.68	$	32.02	7.6	$	—

* Not meaningful

(1) As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off.

(2) The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively.

For RSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding RSUs to preserve the fair value of the awards. A summary of activity and weighted average fair values related to the RSUs is as follows (shares in thousands):

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012	—		$	—
Granted	422		57.64
Forfeited	(20	)	56.60
Outstanding, December 29, 2013	402		$	57.69	3.1
Granted	521		78.58
Vested	(149	)	63.70
Forfeited	(86	)	68.10
Adjustments due to the Publishing Spin-off (1)	(55	)	*
Outstanding and nonvested, December 28, 2014	633		$	68.76	2.7

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding and nonvested, December 28, 2014	633		$	68.76	2.7
Granted	457		57.18
Dividend equivalent units granted	16		41.71
Vested	(203	)	66.65
Forfeited	(151	)	58.80
Dividend equivalent units forfeited	(1	)	44.26
Adjustment due to the Special Cash Dividend	89		*
Outstanding and nonvested, December 31, 2015 (2)(3)	840		$	58.39	2.3

* Not meaningful

(1) As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees.

(2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a fouryear period. The fair value of these RSUs at December 31, 2015 was not material.

(3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

A summary of activity and weighted average fair values related to the restricted and unrestricted stock awards is as follows (shares in thousands):

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012	—		$	—
Granted	38		57.50
Vested	(4	)	56.90
Outstanding, December 29, 2013	34		$	57.58	2.0
Granted	6		77.40
Vested	(23	)	63.74
Outstanding and nonvested, December 28, 2014	17		$	56.80	1.0
Granted	12		60.07
Vested	(27	)	58.24
Forfeited	(2	)	56.80
Outstanding and nonvested, December 31, 2015	—		$	—	0.0

A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands). For PSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding PSUs to preserve the fair value of the awards.

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding December 29, 2013	—		$	—	—
Granted	55		79.16
Forfeited	(11	)	75.92
Adjustment due to the Publishing Spin-off (1)	(1	)	*
Outstanding and nonvested, December 28, 2014	43		$	74.35	1.3
Granted (2)	66		68.10
Dividend equivalent units granted	3		41.86
Forfeited	(17	)	64.89
Adjustment due to Special Cash Dividend (2)	12		*
Outstanding and nonvested, December 31, 2015 (2)(3)	107		$	65.50	0.6

* Not meaningful

(1) As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees.

(2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above.

(3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

As of December 31, 2015, the Company had not yet recognized compensation cost on nonvested awards as follows (in thousands):

	Unrecognized Compensation Cost		Weighted Average Remaining Recognition Period (in years)
Nonvested awards	$	58,686	2.3

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Earnings Per Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 18: EARNINGS PER SHARE

The Company computes earnings (loss) per common share (“EPS”) from continuing operations, discontinued operations and net earnings per common share under the two-class method which requires the allocation of all distributed and undistributed earnings to common stock and other participating securities based on their respective rights to receive distributions of earnings or losses. The Company’s Class A Common Stock and Class B Common Stock equally share in distributed and undistributed earnings. The Company accounts for the Warrants as participating securities, as holders of the Warrants, in accordance with and subject to the terms and conditions of the Warrant Agreement, are entitled to receive ratable distributions of the Company’s earnings concurrently with such distributions made to the holders of Common Stock, subject to certain restrictions relating to FCC rules and requirements. Under the terms of the Company’s RSU and PSU agreements, unvested RSUs and PSUs contain forfeitable rights to dividends and DEUs. Because the DEUs are forfeitable, they are defined as non-participating securities. As of December 31, 2015, there were 17,433 DEUs outstanding, which will vest at the time that the underlying RSU or PSU vests.

The Company computes basic EPS by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, applicable to common shares by the weighted average number of common shares outstanding during the period. In accordance with the two-class method, undistributed earnings applicable to the Warrants have been excluded from the computation of basic EPS. Diluted EPS is computed by dividing (loss) income from continuing operations, income (loss) from discontinued operations, and net (loss) income, respectively, by the weighted average number of common shares outstanding during the period as adjusted for the assumed exercise of all outstanding stock awards. The calculation of diluted EPS assumes that stock awards outstanding were exercised at the beginning of the period. The Warrants and stock awards are included in the calculation of diluted EPS only when their inclusion in the calculation is dilutive.

ASC Topic 260, “Earnings per Share,” states that the presentation of basic and diluted EPS is required only for common stock and not for participating securities. For the years ended December 31, 2015, December 28, 2014 and December 29, 2013, 877,233, 3,372,145 and 11,965,432, respectively, of the weighted-average Warrants outstanding have been excluded from the below table. The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):

	2015			2014		2013
EPS numerator:
(Loss) income from continuing operations, as reported	$	(319,918	)	$	463,111	$	162,942
Less: Dividends distributed to Warrants	325			—		—
Less: Undistributed earnings allocated to Warrants	—			15,562		19,497
(Loss) income from continuing operations attributable to common shareholders for basic EPS	$	(320,243	)	$	447,549	$	143,445
Add: Undistributed earnings allocated to dilutive securities (1)	—			38		33
(Loss) income from continuing operations attributable to common shareholders for diluted EPS	$	(320,243	)	$	447,587	$	143,478
Income from discontinued operations, as reported	$	—		$	13,552	$	78,613
Less: Undistributed earnings allocated to Warrants	—			502		9,406
Income from discontinued operations attributable to common shareholders for basic and diluted EPS (1)	$	—		$	13,050	$	69,207
Net (loss) income attributable to common shareholders for basic EPS	$	(320,243	)	$	460,599	$	212,652
Net (loss) income attributable to common shareholders for diluted EPS	$	(320,243	)	$	460,637	$	212,685
EPS denominator:
Weighted average shares outstanding - basic	94,686			96,689		88,037
Impact of dilutive securities (1)	—			234		114
Weighted average shares outstanding - diluted	94,686			96,923		88,151

	2015			2014		2013
Basic (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.63	$	1.63
Discontinued Operations	—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.76	$	2.42
Diluted (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.62	$	1.62
Discontinued Operations	—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.75	$	2.41

(1) The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations.

Since the Company was in a net loss position for the year ended December 31, 2015, there was no difference between the number of shares used to calculate basic and diluted loss per share. Because of their anti-dilutive effect, 2,002,476, 651,774 and 58,355 common share equivalents, comprised of NSOs, PSUs and RSUs, have been excluded from the diluted EPS calculation for the years ended December 31, 2015, December 28, 2014 and December 29, 2013, respectively.

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Comprehensive Income

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Comprehensive Income (Loss) Note

NOTE 19: ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The Company’s accumulated other comprehensive (loss) income includes unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. Accumulated other comprehensive (loss) income is a separate component of shareholder’s equity in the Company’s Consolidated Balance Sheets.

The following table summarizes the activity for each component of accumulated other comprehensive (loss) income (in thousands):

	Unrecognized Benefit Plan Gains and Losses			Foreign Currency Translation Adjustments (2)			Unrecognized Gain on Marketable Securities			Total
Balance at December 30, 2012 (Predecessor)	$	(905,314	)	$	(2,810	)	$	—		$	(908,124	)
Fresh-start reporting adjustments to eliminate Predecessor's accumulated other comprehensive income (loss), net of taxes of $163,183 and $(543), respectively (1)	905,314			2,810			—			908,124
Balance at December 31, 2012 (Successor)	—			—			—			—
Other comprehensive income	140,590			95			—			140,685
Balance at December 29, 2013 (Successor)	140,590			95			—			140,685
Distributed in Publishing Spin-off	(2,083		)	(7		)	—			(2,090		)
Other comprehensive (loss) income	(187,830		)	(2,753		)	5,447			(185,136		)
Balance at December 28, 2014 (Successor)	(49,323		)	(2,665		)	5,447			(46,541		)
Other comprehensive loss	(8,068		)	(13,099		)	(3,308		)	(24,475		)
Balance at December 31, 2015 (Successor)	$	(57,391	)	$	(15,764	)	$	2,139		$	(71,016	)

(1) As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans.

(2) The changes included a loss of $2 million in each of 2015 and 2014, net of taxes, and an immaterial impact for 2013, related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments.

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Related Parties

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure

NOTE 20: RELATED PARTY TRANSACTIONS

The Company’s company-sponsored pension plan assets include an investment in a loan fund limited partnership managed by Oaktree Capital Management, L.P., which is affiliated with Oaktree Tribune, L.P., a principal shareholder of Tribune Media Company. The fair value of this investment was $30 million and $31 million at December 31, 2015 and December 28, 2014, respectively. The pension plan assets have included an investment in this fund since 2008.

Oaktree is affiliated with funds that held between 10% and 15% of the outstanding shares of HWW at the time the Company’s acquisition of HWW (see Note 5) was consummated and accordingly received a proportional share of the purchase price. The entry into the agreement was approved by the Company’s Audit Committee in accordance with the terms of the Company’s related person transactions policy.

The Secured Credit Facility syndicate of lenders includes funds affiliated with Oaktree. These funds held $38 million and $56 million of the Company’s Term B Loans and Former Term Loans at December 31, 2015 and December 28, 2014, respectively.

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Business Segments

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Reporting Disclosure

NOTE 21: BUSINESS SEGMENTS

The Company is a diversified media and entertainment company comprised of 42 television stations that are either owned by the Company or owned by others, but to which the Company provides certain services, along with a national general entertainment cable network, a production studio, a radio station, a digital and data technology business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets that conducts its operations through two business segments: Television and Entertainment and Digital and Data. Following the Publishing Spin-off, the Company had realigned and renamed its reportable segments (see Note 2 for further information). The Company’s new reportable segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions.

In addition, certain administrative activities, including operating the Company’s corporate office functions and managing the Company’s predominantly frozen company-sponsored defined benefit pension plans, as well as the management of certain of the Company’s real estate assets, are reported and included under Corporate and Other. Corporate and Other is not a reportable segment but is included for reconciliation purposes.

Television and Entertainment—The Company’s Television and Entertainment segment provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners. Tribune Broadcasting owns or operates 42 local television stations, including the three stations to which we provide certain services under SSAs with Dreamcatcher, and consists of 14 FOX television affiliates, 13 CW Network, LLC television affiliates, 6 CBS television affiliates, 3 ABC television affiliates, 2 NBC television affiliates and 4 independent television stations. Additionally, the Television and Entertainment segment includes the digital multicast network services through Antenna TV and through the operation and distribution of THIS TV; WGN America, a national general entertainment cable network; Tribune Studios, a development and production studio; and radio program services on WGN-AM, a Chicago radio station.

Digital and Data— The Company’s Digital and Data operations provide innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

No single customer provides more than 10% of the Company’s consolidated revenues. In determining operating profit for each segment, none of the following items have been added or deducted: income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs or income taxes. Assets represent those tangible and intangible assets used in the operations of each segment.

The following table summarizes business segment financial data for the fiscal years ended December 31, 2015, December 28, 2014 and December 29, 2013 (in thousands):

	2015			2014			2013
Operating Revenues from Continuing Operations (1)
Television and Entertainment	$	1,749,635		$	1,725,641		$	1,021,586
Digital and Data	211,527			168,926			72,055
Corporate and Other	49,298			54,792			53,599
Total operating revenues	$	2,010,460		$	1,949,359		$	1,147,240
Operating (Loss) Profit from Continuing Operations (1)(2)
Television and Entertainment	$	(174,955	)	$	337,431		$	196,899
Digital and Data	8,409			2,899			15,538
Corporate and Other	(96,143		)	(39,148		)	(13,397		)
Total operating (loss) profit	$	(262,689	)	$	301,182		$	199,040
Depreciation from Continuing Operations (3)
Television and Entertainment	$	48,434		$	50,262		$	29,947
Digital and Data	9,738			7,744			2,576
Corporate and Other	16,117			12,181			8,664
Total depreciation	$	74,289		$	70,187		$	41,187
Amortization from Continuing Operations (3)
Television and Entertainment	$	165,936		$	197,054		$	105,526
Digital and Data	29,294			21,233			9,191
Total amortization	$	195,230		$	218,287		$	114,717
Capital Expenditures
Television and Entertainment	$	33,173		$	34,149		$	18,813
Digital and Data	23,626			13,102			2,993
Corporate and Other	32,285			35,892			33,205
Discontinued Operations	—			6,295			15,858
Total capital expenditures	$	89,084		$	89,438		$	70,869
Assets
Television and Entertainment	$	7,748,153		$	8,234,456
Digital and Data (4)	725,151			644,985
Corporate and Other (5)	1,078,809			2,511,369
Assets held for sale (6)	206,422			5,645
Total assets	$	9,758,535		$	11,396,455

(1) See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

(2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

(3) Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(4) At December 31, 2015 and December 28, 2014, Digital and Data total assets included $3 million and $4 million, respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments.

(5) As of December 31, 2015 and December 28, 2014, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder.

(6) See Note 7 for information regarding assets held for sale.

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Quarterly Financial Information

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

NOTE 22: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(in thousands, except per share data)

	2015
	Quarters												2015 Total
	First			Second			Third			Fourth
Operating Revenues
Television and Entertainment	$	410,300		$	445,622		$	429,700		$	464,013		$	1,749,635
Digital and Data	50,202			43,625			46,561			71,139			211,527
Other	12,235			12,277			12,333			12,453			49,298
Total operating revenues	$	472,737		$	501,524		$	488,594		$	547,605		$	2,010,460
Operating Profit (Loss)
Television and Entertainment	$	79,348		$	47,088		$	64,061		$	(365,452	)	$	(174,955	)
Digital and Data	3,734			(4,150		)	(6,207		)	15,032			8,409
Corporate and Other	(22,147		)	(23,154		)	(19,046		)	(31,796		)	(96,143		)
Total operating profit (loss)	60,935			19,784			38,808			(382,216		)	(262,689		)
Income on equity investments, net	36,934			45,913			36,987			27,125			146,959
Interest and dividend income	367			43			162			257			829
Interest expense	(39,212		)	(40,374		)	(42,529		)	(42,315		)	(164,430		)
Loss on extinguishment of debt	—			(37,040		)	—			—			(37,040		)
Gain on investment transactions, net (1)	687			8,133			3,250			103			12,173
Other non-operating gain (loss), net (1)	—			211			2,306			5,623			8,140
Reorganization items, net (2)	(992		)	(628		)	188			(105		)	(1,537		)
Income (Loss) from Continuing Operations Before Income Taxes	58,719			(3,958		)	39,172			(391,528		)	(297,595		)
Income tax expense	22,302			(693		)	11,314			(10,600		)	22,323
Net Income (Loss)	$	36,417		$	(3,265	)	$	27,858		$	(380,928	)	$	(319,918	)
Basic Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)
Diluted Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)

	2014
	Quarters												2014 Total
	First			Second			Third			Fourth
Operating Revenues
Television and Entertainment	$	400,201		$	426,961		$	418,294		$	480,185		$	1,725,641
Digital and Data	31,485			33,807			43,434			60,200			168,926
Other	14,416			14,211			13,130			13,035			54,792
Total operating revenues	$	446,102		$	474,979		$	474,858		$	553,420		$	1,949,359
Operating Profit (Loss)
Television and Entertainment	$	64,697		$	52,414		$	74,294		$	146,026		$	337,431
Digital and Data	(2,086		)	(8,910		)	(396		)	14,291			2,899
Corporate and Other	(12,351		)	(11,311		)	(18,613		)	3,127			(39,148		)
Total operating profit (loss)	50,260			32,193			55,285			163,444			301,182
Income on equity investments, net	38,263			118,953			40,559			38,938			236,713
Interest and dividend income	171			147			363			687			1,368
Interest expense	(40,519		)	(39,146		)	(39,150		)	(39,051		)	(157,866		)
Gain on investment transactions, net (1)	—			700			2			371,783			372,485
Other non-operating gain (loss), net (1)	157			(1,295		)	68			(3,734		)	(4,804		)
Reorganization items, net (2)	(2,216		)	(2,165		)	(1,594		)	(1,293		)	(7,268		)
Income from Continuing Operations Before Income Taxes	46,116			109,387			55,533			530,774			741,810
Income tax expense	17,649			42,305			2,647			216,098			278,699
Income from Continuing Operations	28,467			67,082			52,886			314,676			463,111
Income (loss) from Discontinued Operations, net of taxes	12,601			15,840			(14,889		)	—			13,552
Net Income	$	41,068		$	82,922		$	37,997		$	314,676		$	476,663
Basic Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.15		$	4.63
Discontinued Operations	0.13			0.16			(0.15		)	—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.15		$	4.76
Diluted Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.14		$	4.62
Discontinued Operations	0.13			0.16			(0.15		)	—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.14		$	4.75

(1) See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

(2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

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Condensed Consolidated Financial Statements

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidated Financial Statements

NOTE 23: CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company is the Issuer of the Registered debt and such debt is guaranteed by the 100% owned, domestic Subsidiary Guarantors. The Subsidiary Guarantors are direct or indirect 100% owned domestic subsidiaries of the Company. The subsidiaries of the Company that do not guarantee the Notes (the “Non-Guarantor Subsidiaries”) are direct or indirect subsidiaries of the Company that primarily include the Company’s international operations. The Company’s payment obligations under the Notes are jointly and severally guaranteed by the Subsidiary Guarantors, and all guarantees are full and unconditional.

These guarantees are subject to release under certain circumstances, including: (a) upon the sale, exchange, disposition or other transfer (including through merger, consolidation or dissolution) of the interests in such Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a restricted subsidiary of the Company, or all or substantially all the assets of such Subsidiary Guarantor, in any case, if such sale, exchange, disposition or other transfer is not prohibited by the Indenture, (b) upon the Company designating such Subsidiary Guarantor to be an unrestricted subsidiary in accordance with the Indenture, (c) in the case of any restricted subsidiary of the Company that after the issue date is required to guarantee the Notes, upon the release or discharge of the guarantee by such restricted subsidiary of any indebtedness of the Company or another Subsidiary Guarantor or the repayment of any indebtedness of the Company or another Subsidiary Guarantor, in each case, which resulted in the obligation to guarantee the Notes, (d) upon the Company’s exercise of its legal defeasance option or covenant defeasance option in accordance with the Indenture or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture, (e) upon the release or discharge of direct obligations of such Subsidiary Guarantor, or the guarantee by such Guarantor of the obligations, under the Senior Credit Agreement, or (f) during the period when the rating of the Notes is changed to investment grade.

In lieu of providing separate audited financial statements for the Subsidiary Guarantors, the Company has included the accompanying condensed consolidating financial statements in accordance with the requirements of Rule 3-10(f) of SEC Regulation S-X. The following Condensed Consolidating Financial Statements present the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Cash Flows of Tribune Media Company, the Subsidiary Guarantors, the Non-guarantor Subsidiaries and the eliminations necessary to arrive at the Company’s information on a consolidated basis.

These statements are presented in accordance with the disclosure requirements under SEC Regulation S-X, Rule 3-10.

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,975,463		$	53,834		$	(18,837	)	$	2,010,460
Programming and direct operating expenses	—			960,385			23,264			(12,619		)	971,030
Selling, general and administrative	97,093			529,400			27,325			(6,218		)	647,600
Depreciation and amortization	7,465			243,303			18,751			—			269,519
Impairment of goodwill and other intangible assets	—			385,000			—			—			385,000
Total Operating Expenses	104,558			2,118,088			69,340			(18,837		)	2,273,149
Operating Loss	(104,558		)	(142,625		)	(15,506		)	—			(262,689		)
(Loss) income on equity investments, net	(240		)	147,199			—			—			146,959
Interest and dividend income	510			208			111			—			829
Interest expense	(163,336		)	(7		)	(1,087		)	—			(164,430		)
Loss on extinguishment of debt	(37,040		)	—			—			—			(37,040		)
Gain on investment transactions, net	791			8,132			3,250			—			12,173
Other non-operating items	7,880			(1,277		)	—			—			6,603
Intercompany interest income (expense)	1,755			(1,755		)	—			—			—
Intercompany income (charges)	100,260			(99,904		)	(356		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(193,978		)	(90,029		)	(13,588		)	—			(297,595		)
Income tax (benefit) expense	(74,417		)	101,493			(4,753		)	—			22,323
(Deficit) equity in earnings of consolidated subsidiaries, net of taxes	(200,357		)	(5,446		)	—			205,803			—
Net (Loss) Income	$	(319,918	)	$	(196,968	)	$	(8,835	)	$	205,803		$	(319,918	)
Comprehensive (Loss) Income	$	(344,393	)	$	(201,018	)	$	(19,003	)	$	220,021		$	(344,393	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,935,338		$	30,140		$	(16,119	)	$	1,949,359
Programming and direct operating expenses	—			768,397			13,676			(6,644		)	775,429
Selling, general and administrative	73,685			502,134			17,930			(9,475		)	584,274
Depreciation and amortization	2,162			271,953			14,359			—			288,474
Total Operating Expenses	75,847			1,542,484			45,965			(16,119		)	1,648,177
Operating (Loss) Profit	(75,847		)	392,854			(15,825		)	—			301,182
Income on equity investments, net	—			236,713			—			—			236,713
Interest and dividend income	961			250			157			—			1,368
Interest expense	(155,227		)	(1,442		)	(1,197		)	—			(157,866		)
Gain on investment transaction, net	—			372,485			—			—			372,485
Other non-operating items	(8,563		)	(3,537		)	28			—			(12,072		)
Intercompany interest income (expense)	1,760			(1,760		)	—			—			—
Intercompany income (charges)	80,851			(81,328		)	477			—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(156,065		)	914,235			(16,360		)	—			741,810
Income tax (benefit) expense	(55,573		)	342,659			(8,387		)	—			278,699
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	577,155			(6,653		)	—			(570,502		)	—
Income (Loss) from Continuing Operations	476,663			564,923			(7,973		)	(570,502		)	463,111
Income from Discontinued Operations, net of taxes	—			—			13,552			—			13,552
Net Income (Loss)	$	476,663		$	564,923		$	5,579		$	(570,502	)	$	476,663
Comprehensive Income (Loss)	$	291,527		$	562,558		$	5,191		$	(567,749	)	$	291,527

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 29, 2013
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,140,243		$	7,236	$	(239	)	$	1,147,240
Programming and direct operating expenses	—			478,022			2,127		—			480,149
Selling, general and administrative	38,501			271,186			2,699		(239		)	312,147
Depreciation and amortization	427			154,122			1,355		—			155,904
Total Operating Expenses	38,928			903,330			6,181		(239		)	948,200
Operating (Loss) Profit	(38,928		)	236,913			1,055		—			199,040
Income on equity investments, net	—			145,241			—		—			145,241
Interest and dividend income	410			2			1		—			413
Interest expense	(38,655		)	(479		)	—		—			(39,134		)
Gain on investment transaction, net	—			150			—		—			150
Other non-operating items	(51,570		)	1,226			3,541		—			(46,803		)
Intercompany income (charges)	20,814			(21,594		)	780		—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(107,929		)	361,459			5,377		—			258,907
Income tax (benefit) expense	(35,306		)	128,035			3,236		—			95,965
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	314,178			(531		)	—		(313,647		)	—
Income (Loss) from Continuing Operations	241,555			232,893			2,141		(313,647		)	162,942
Income from Discontinued Operations, net of taxes	—			—			78,613		—			78,613
Net Income (Loss)	$	241,555		$	232,893		$	80,754	$	(313,647	)	$	241,555
Comprehensive Income (Loss)	$	382,240		$	232,935		$	80,497	$	(313,432	)	$	382,240

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	235,508		$	13,054		$	14,082		$	—		$	262,644
Restricted cash and cash equivalents	17,595			—			—			—			17,595
Accounts receivable, net	672			452,722			13,234			—			466,628
Broadcast rights	—			157,538			2,702			—			160,240
Income taxes receivable	—			42,816			22			—			42,838
Prepaid expenses	16,747			44,817			1,773			—			63,337
Other	4,494			3,818			351			—			8,663
Total current assets	275,016			714,765			32,164			—			1,021,945
Properties
Property, plant and equipment	47,909			662,094			108,655			—			818,658
Accumulated depreciation	(10,607		)	(144,089		)	(6,105		)	—			(160,801		)
Net properties	37,302			518,005			102,550			—			657,857
Investments in subsidiaries	10,374,921			104,432			—			(10,479,353		)	—
Other Assets
Broadcast rights	—			203,376			46			—			203,422
Goodwill	—			3,508,718			53,094			—			3,561,812
Other intangible assets, net	—			2,091,010			149,189			—			2,240,199
Assets held for sale	—			206,422			—			—			206,422
Investments	18,276			1,659,029			15,395			—			1,692,700
Intercompany receivables	1,560,781			4,265,957			331,873			(6,158,611		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	239,046			117,124			5,310			(187,302		)	174,178
Total other assets	1,845,103			12,051,636			554,907			(6,372,913		)	8,078,733
Total Assets	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	29,587		$	24,153		$	6,654		$	—		$	60,394
Debt due within one year	22,443			—			4,036			—			26,479
Income taxes payable	—			2,700			758			—			3,458
Contracts payable for broadcast rights	—			233,660			3,016			—			236,676
Deferred revenue	—			39,654			5,067			—			44,721
Interest payable	33,826			—			2			—			33,828
Other	44,615			91,384			5,862			—			141,861
Total current liabilities	130,471			391,551			25,395			—			547,417
Non-Current Liabilities
Long-term debt	3,437,713			—			14,831			—			3,452,544
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			994,083			177,251			(187,302		)	984,032
Contracts payable for broadcast rights	—			385,052			55			—			385,107
Contract intangible liability, net	—			13,772			—			—			13,772
Intercompany payables	4,652,289			1,397,981			108,341			(6,158,611		)	—
Other	485,671			55,779			2,491			—			543,941
Total non-current liabilities	8,575,673			2,873,667			302,969			(6,372,913		)	5,379,396
Total liabilities	8,706,144			3,265,218			328,364			(6,372,913		)	5,926,813
Shareholders’ Equity (Deficit)
Common Stock	100			—			—			—			100
Treasury Stock	(400,153		)	—			—			—			(400,153		)
Additional paid-in-capital	4,619,618			9,529,071			288,814			(9,817,885		)	4,619,618
Retained (deficit) earnings	(322,351		)	600,853			77,498			(678,351		)	(322,351		)
Accumulated other comprehensive (loss) income	(71,016		)	(6,304		)	(10,579		)	16,883			(71,016		)
Total Tribune Media Company shareholders’ equity (deficit)	3,826,198			10,123,620			355,733			(10,479,353		)	3,826,198
Noncontrolling interests	—			—			5,524			—			5,524
Total shareholders’ equity (deficit)	3,826,198			10,123,620			361,257			(10,479,353		)	3,831,722
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183
Restricted cash and cash equivalents	17,600			—			—			—			17,600
Accounts receivable, net	7,073			426,574			7,075			—			440,722
Broadcast rights	—			144,619			2,804			—			147,423
Income taxes receivable	—			4,891			1,521			(1,481		)	4,931
Deferred income taxes	8,546			21,096			33			—			29,675
Prepaid expenses	15,593			9,435			1,272			—			26,300
Other	4,048			34,869			72			—			38,989
Total current assets	1,486,248			653,688			22,368			(1,481		)	2,160,823
Properties
Property, plant and equipment	24,699			830,942			97,797			—			953,438
Accumulated depreciation	(3,636		)	(95,692		)	(3,513		)	—			(102,841		)
Net properties	21,063			735,250			94,284			—			850,597
Investments in subsidiaries	10,512,753			87,963			—			(10,600,716		)	—
Other Assets
Broadcast rights	—			156,949			65			—			157,014
Goodwill	—			3,889,609			28,527			—			3,918,136
Other intangible assets, net	—			2,270,955			126,839			—			2,397,794
Assets held for sale	—			5,645			—			—			5,645
Investments	8,958			1,695,289			12,945			—			1,717,192
Intercompany receivables	979,345			3,578,837			477,242			(5,035,424		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	261,229			108,936			7,625			(188,536		)	189,254
Total other assets	1,276,532			11,706,220			653,243			(5,250,960		)	8,385,035
Total Assets	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	36,123		$	39,680		$	1,492		$	—		$	77,295
Debt due within one year	—			54			4,034			—			4,088
Income taxes payable	—			254,051			—			(1,481		)	252,570
Contracts payable for broadcast rights	—			172,133			6,552			—			178,685
Deferred revenue	—			30,442			3,910			—			34,352
Interest payable	12,155			—			83			—			12,238
Other	47,288			68,067			9,597			—			124,952
Total current liabilities	95,566			564,427			25,668			(1,481		)	684,180
Non-Current Liabilities
Long-term debt	3,471,017			—			19,880			—			3,490,897
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			1,050,751			293,999			(188,536		)	1,156,214
Contracts payable for broadcast rights	—			279,662			157			—			279,819
Contract intangible liability, net	—			34,425			—			—			34,425
Intercompany payables	4,022,344			887,352			125,728			(5,035,424		)	—
Other	512,238			39,679			3,572			—			555,489
Total non-current liabilities	8,005,599			2,318,869			443,336			(5,250,960		)	5,516,844
Total liabilities	8,101,165			2,883,296			469,004			(5,252,441		)	6,201,024
Shareholders’ Equity (Deficit)
Common Stock	98			—			—			—			98
Treasury Stock	(67,814		)	—			—			—			(67,814		)
Additional paid-in-capital	4,591,470			9,504,260			215,621			(9,719,881		)	4,591,470
Retained earnings (deficit)	718,218			797,819			85,680			(883,499		)	718,218
Accumulated other comprehensive (loss) income	(46,541		)	(2,254		)	(410		)	2,664			(46,541		)
Total shareholders’ equity (deficit)	5,195,431			10,299,825			300,891			(10,600,716		)	5,195,431
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(47,422	)	$	190,327		$	(116,961	)	$	—	$	25,944
Investing Activities
Capital expenditures	(20,775		)	(64,318		)	(3,991		)	—		(89,084		)
Acquisitions, net of cash acquired	—			(5,109		)	(69,850		)	—		(74,959		)
Transfers from restricted cash	—			1,112			—			—		1,112
Investments	(15,000		)	(542		)	(7,500		)	—		(23,042		)
Distributions from equity investments	—			10,328			—			—		10,328
Proceeds from sales of investments	103			36,579			8,300			—		44,982
Proceeds from sales of real estate	—			4,930			—			—		4,930
Net cash used in investing activities	(35,672		)	(17,020		)	(73,041		)	—		(125,733		)
Financing Activities
Long-term borrowings	1,100,000			—			—			—		1,100,000
Repayments of long-term debt	(1,110,159		)	(54		)	(4,049		)	—		(1,114,262		)
Long-term debt issuance costs	(20,202		)	—			—			—		(20,202		)
Payment of dividends	(719,919		)	—			—			—		(719,919		)
Settlements of contingent consideration, net	—			4,088			(2,914		)	—		1,174
Common stock repurchases	(339,942		)	—			—			—		(339,942		)
Change in excess tax benefits from stock-based awards	(868		)	—			—			—		(868		)
Tax withholdings related to net share settlements of share-based awards	(4,421		)	—			—			—		(4,421		)
Proceeds from stock option exercises	166			—			—			—		166
Contributions from noncontrolling interests	—			—			5,524			—		5,524
Change in intercompany receivables and payables	(19,441		)	(176,491		)	195,932			—		—
Net cash (used in) provided by financing activities	(1,114,786		)	(172,457		)	194,493			—		(1,092,750		)
Net (Decrease) Increase in Cash and Cash Equivalents	(1,197,880		)	850			4,491			—		(1,192,539		)
Cash and cash equivalents, beginning of year	1,433,388			12,204			9,591			—		1,455,183
Cash and cash equivalents, end of year	$	235,508		$	13,054		$	14,082		$	—	$	262,644

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash provided by (used in) operating activities	$	144,792		$	399,228		$	87,998		$	(253,563	)	$	378,455
Investing Activities
Capital expenditures	(33,485		)	(48,793		)	(7,160		)	—			(89,438		)
Acquisitions, net of cash acquired	(157,814		)	(68,537		)	(53,482		)	—			(279,833		)
Decrease in restricted cash related to acquisition of Local TV	—			201,922			—			—			201,922
Transfers to restricted cash	—			(1,109		)	—			—			(1,109		)
Investments	—			(830		)	(1,500		)	—			(2,330		)
Distributions from equity investments	—			180,521			—			—			180,521
Intercompany dividends	21,437			—			—			(21,437		)	—
Proceeds from sales of investments	103			659,292			—			—			659,395
Proceeds from sales of real estate	—			49,870			—			—			49,870
Net cash (used in) provided by investing activities	(169,759		)	972,336			(62,142		)	(21,437		)	718,998
Financing Activities
Long-term borrowings related to Publishing Spin-off	—			—			346,500			—			346,500
Repayments of long-term debt	(293,865		)	(2,383		)	(3,037		)	—			(299,285		)
Repayment of Senior Toggle Notes	—			(172,237		)	—			—			(172,237		)
Long-term debt issuance costs related to Publishing Spin-off	—			—			(10,179		)	—			(10,179		)
Common stock repurchases	(60,211		)	—			—			—			(60,211		)
Cash and restricted cash distributed to Tribune Publishing	—			—			(86,530		)	—			(86,530		)
Change in excess tax benefits from stock-based awards	868			—			—			—			868
Tax withholdings related to net share settlements of share-based awards	(3,201		)	—			—			—			(3,201		)
Proceeds from stock option exercises	1,308			—			—			—			1,308
Intercompany dividends	—			—			(275,000		)	275,000			—
Change in intercompany receivables and payables	1,258,014			(1,256,528		)	(1,486		)	—			—
Net cash provided by (used in) financing activities	902,913			(1,431,148		)	(29,732		)	275,000			(282,967		)
Net Increase (Decrease) in Cash and Cash Equivalents	877,946			(59,584		)	(3,876		)	—			814,486
Cash and cash equivalents, beginning of year	555,442			71,788			13,467			—			640,697
Cash and cash equivalents, end of year	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 29, 2013
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(119,522	)	$	383,994		$	95,099		$	—		$	359,571
Investing Activities
Capital expenditures	(30,340		)	(23,424		)	(17,105		)	—			(70,869		)
Acquisitions, net of cash acquired	—			(2,523,410		)	(27,000		)	—			(2,550,410		)
Increase in restricted cash related to acquisition of Local TV	—			(201,922		)	—			—			(201,922		)
Intercompany notes issuance	(27,000		)	—			—			27,000			—
Investments	(275		)	(2,373		)	(169		)	—			(2,817		)
Distributions from equity investments	—			53,871			—			—			53,871
Proceeds from sales of investments	2,074			—			100			—			2,174
Proceeds from sales of real estate	—			10,739			—			—			10,739
Net cash (used in) provided by investing activities	(55,541		)	(2,686,519		)	(44,174		)	27,000			(2,759,234		)
Financing Activities
Long-term borrowings	3,763,567			—			26,933			—			3,790,500
Repayments of long-term debt	(1,100,000		)	(2,234		)	—			—			(1,102,234		)
Long-term debt issuance costs	(78,480		)	—			—			—			(78,480		)
Intercompany notes borrowing	—			27,000			—			(27,000		)	—
Change in intercompany receivables and payables	(2,264,883		)	2,346,758			(81,875		)	—			—
Net cash provided by (used in) financing activities	320,204			2,371,524			(54,942		)	(27,000		)	2,609,786
Net Increase (Decrease) in Cash and Cash Equivalents	145,141			68,999			(4,017		)	—			210,123
Cash and cash equivalents, beginning of year	410,301			2,789			17,484			—			430,574
Cash and cash equivalents, end of year	$	555,442		$	71,788		$	13,467		$	—		$	640,697

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Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Calculation of Amortization of Unrecognized Net Actuarial Gain Loss [Policy Text Block]

The Company’s policy is to incorporate asset-related gains and losses into the asset value used to calculate the expected return on plan assets and into the calculation of amortization of unrecognized net actuarial loss over a four-year period

Nature of Operations and Reclassifications

Nature of Operations and Reclassifications—Tribune Media Company and its subsidiaries (the “Company”) is a diversified media and entertainment company. It is comprised of 42 television stations that are either owned by the Company or owned by others but to which the Company provides certain services, along with a national general entertainment cable network (WGN America), a radio station, a production studio, the Digital and Data business, a portfolio of real estate assets and investments in a variety of media, websites and other related assets. Prior to the spin-off of its principal publishing businesses on August 4, 2014, (the “Publishing Spin-off”, as further defined and described in Note 2) the Company was also engaged in newspaper publishing.

Following the Publishing Spin-off, the Company realigned and renamed its reportable segments. These segments reflect the manner in which the Company sells its products to the marketplace and the manner in which it manages its operations and makes business decisions. The Company’s reportable segments consist of:

• Television and Entertainment: Provides audiences across the country with news, entertainment and sports programming on Tribune Broadcasting local television stations and distinctive, high quality television series and movies on WGN America, including content produced by Tribune Studios and its production partners, as well as news, entertainment and sports information via the Company’s websites and other digital assets.

• Digital and Data: Provides innovative technology and services that collect, create and distribute video, music, sports and entertainment data primarily through wholesale distribution channels to consumers globally.

The Company also holds a variety of investments in cable and digital assets, including equity investments in Television Food Network, G.P. (“TV Food Network”) and CareerBuilder, LLC (“CareerBuilder”). In addition, the Company reports and includes under Corporate and Other the management of certain owned real estate assets, including revenues from leasing the office and production facilities, and any gains or losses from sales of real estate, as well as certain administrative activities associated with operating corporate office functions and managing its predominantly frozen company-sponsored defined benefit pension plans.

Prior to the Publishing Spin-off, the Company reported its operations through two reportable segments: broadcasting and publishing; certain administrative activities were reported and included under corporate. The Company’s publishing segment operated eight major-market daily newspapers and related businesses, distributed preprinted insert advertisements, provided commercial printing and delivery services to other newspapers and managed the websites of the Company’s daily newspapers and television stations, along with the websites of other branded products that target specific areas of interest. Also included in the publishing segment were digital entertainment data businesses which distribute entertainment listings and license proprietary software and data. These digital entertainment data businesses were not included in the Publishing Spin-off and are now included in the Digital and Data reportable segment. The principal daily newspapers published by the Company that were included in the Publishing Spin-off were the Los Angeles Times; the Chicago Tribune; the South Florida Sun Sentinel; the Orlando Sentinel; The Baltimore Sun; the Hartford Courant; The Morning Call, serving Pennsylvania’s Lehigh Valley; and the Daily Press, serving the Virginia Peninsula.

The historical results of operations for the businesses included in the Publishing Spin-off are presented in discontinued operations for all periods presented (see Note 2).

Beginning in fiscal 2015, the Television and Entertainment reportable segment includes the Company’s Zap2it.com entertainment website business, which was previously included in the Digital and Data reportable segment. Certain previously reported amounts have been reclassified to conform to the current presentation; the impact of this reclassification was immaterial.

Change in Accounting Principle

Change in Accounting Principle— On November 20, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), as further discussed below. The Company elected to early adopt ASU 2015-17 prospectively in the fourth quarter of fiscal 2015 and present all deferred tax assets and liabilities, along with any related valuation allowances as of December 31, 2015, as noncurrent on the Company’sConsolidated Balance Sheets. The adoption of ASU 2015-17 was required to be treated as a change in accounting principle. The Company did not retrospectively adjust prior periods for this change.

Fiscal Year

Fiscal Year—On April 16, 2015, the Company’s Board of Directors (the “Board”) approved the change of the Company’s fiscal year end from the last Sunday in December of each year to December 31 of each year and to change the Company’s fiscal quarter end to the last calendar day of each quarter. This change in fiscal year end was effective with the second fiscal quarter, which ended on June 30, 2015. As a result of this change, the fiscal year ended December 31, 2015 includes four additional days compared to the fiscal years ended December 28, 2014 and December 29, 2013. Fiscal years 2014 and 2013 each comprised a 52‑week period.

Principles of Consolidation and Variable Interest Entities

Principles of Consolidation and Variable Interest Entities—The consolidated financial statements include the accounts of Tribune Media Company and all majority-owned subsidiaries, as well as any variable interests for which the Company is the primary beneficiary. In general, investments comprising between 20 percent to 50 percent of the voting stock of companies and certain partnership interests are accounted for using the equity method. All other investments are generally accounted for using the cost method. All significant intercompany transactions are eliminated.

The Company evaluates its investments and other transactions to determine whether any entities associated with the investments or transactions should be consolidated under the provisions of FASB Accounting Standards Codification (“ASC”) Topic 810, “Consolidation.” ASC Topic 810 requires an ongoing qualitative assessment of variable interest entities (“VIEs”) to assess which entity is the primary beneficiary as it has the power to direct matters that most significantly impact the activities of a VIE and has the obligation to absorb losses or benefits that could be potentially significant to the VIE. The Company consolidates VIEs when it is the primary beneficiary.

On April 14, 2015, the Company entered into a real estate venture agreement with a third party to redevelop one of the Company’s Florida properties and formed a new limited liability company, TREH 200E Las Olas Venture, LLC (“Las Olas LLC”). The Company contributed land with an agreed-upon value between the parties of $15 million and a carrying value of $10 million, resulting in a 92% interest in the Las Olas LLC. In the future, the Company’s interest in the Las Olas LLC may decline to 85%, subject to the other party’s additional investments. The Las Olas LLC was determined to be a VIE where the Company is the primary beneficiary. The Company consolidates the financial position and results of operations of this VIE. The results of operations of the VIE as of and for the fiscal year ended December 31, 2015 were not material.

On November 12, 2015, the Company executed an agreement with a third party developer to redevelop one of the Company’s California properties. The Company contributed land, building and improvements with an agreed-upon value between the parties of $39 million and a carrying value of $35 million, resulting in a 90% interest in the TREH/Kearny Costa Mesa, LLC (“Costa Mesa LLC”). In the future, the Company’s interest in the Costa Mesa LLC may decline, subject to the other party’s additional investments. The Company consolidates the financial position and results of operations of Costa Mesa LLC as it has the majority ownership. The results of operations of the Costa Mesa LLC as of and for the fiscal year ended December 31, 2015 were not material.

Prior to September 2, 2015, the Company held a variable interest in Newsday Holdings LLC (“NHLLC”). On September 2, 2015, all of the outstanding equity interests of NHLLC were acquired by CSC Holdings, LLC (“CSC”). Additionally, prior to October 1, 2014, the Company held a variable interest in Classified Ventures, LLC (“CV”). On October 1, 2014, all of the outstanding equity interests of CV were acquired by TEGNA, Inc. (as successor to Gannett Co., Inc.) (“TEGNA”). Prior to July 29, 2014, the Company held a variable interest in Perfect Market, Inc. (“PMI”). On July 29, 2014, all of the outstanding equity interests of PMI were acquired by Taboola.com LTD (“Taboola”). In connection with the acquisition, the Company’s shares in PMI were converted into shares of Taboola. The Company’s ownership in Taboola is less than 1% and the Company has determined the investment is not a VIE as defined by ASC Topic 810.

At December 31, 2015 and December 28, 2014, the Company indirectly held a variable interest in Topix, LLC (“Topix”) through its investment in TKG Internet Holdings II, LLC and at December 28, 2014, the Company held a variable interest in Newsday LLC (as defined and described in Note 9). In addition, prior to December 27, 2013 (as further described below), the Company held variable interests as a result of certain transactions with Local TV Holdings, LLC (“Local TV”) in October 2008. The Company has determined that it was not the primary beneficiary of any of these entities and therefore has not consolidated any of them as of and for the periods presented in the accompanying consolidated financial statements. On December 27, 2013, the Company closed the Local TV Acquisition (see Note 5). In conjunction with the acquisition, the Company became a party to an agreement with Dreamcatcher Broadcasting LLC, a Delaware limited liability company (“Dreamcatcher”). The Company determined that it holds a variable interest in Dreamcatcher and is the primary beneficiary. As such, the Company’s consolidated financial statements include the results of operations and the financial position of Dreamcatcher beginning on December 27, 2013. See Note 5 for further information on the Company’s acquisition of Local TV, the related transactions with Dreamcatcher and the carrying amounts and classification of the assets and liabilities of Dreamcatcher which have been included in the Company’s Consolidated Balance Sheets as of December 31, 2015 and December 28, 2014. The assets of the consolidated VIE can only be used to settle the obligations of the VIE.

In 2008, the Company entered into a shared services agreement for its KPLR-TV station in St. Louis, Missouri and a local marketing agreement (“LMA”) for its KWGN-TV station in Denver, Colorado, each with the FOX Broadcasting Company (“FOX”) network affiliate television station owned by Local TV in these markets. These agreements became effective on October 6, 2008 and effectively allowed the Company to economically combine the operating facilities and news operations of its stations with those owned by Local TV in each market and to share certain programming. Prior to the Local TV Acquisition (see Note 5), the Company recorded in its historical consolidated broadcasting revenues amounts equal to agreed upon percentages of the net adjusted cash flows (as defined in the local marketing agreements) of the combined operations of its stations and the Local TV stations in St. Louis and Denver. The LMA arrangements were cancelled as of the effective date of the Local TV Acquisition (see Note 5) because the Company became the owner of both stations in each market.

Revenue Recognition

Revenue Recognition—The Company’s primary sources of revenue related to Television and Entertainment are from local and national broadcasting and cable advertising and retransmission consent and carriage fee revenues on the Company’s television, cable and radio stations as well as from direct and indirect display advertising. Digital and Data revenue is primarily derived from licensing its video, sports and music content to third parties. The Company also recognizes revenues from leases of its owned real estate.

The Company recognizes revenue when the following conditions are met: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the fees are fixed or determinable and (iv) collection is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units of accounting when the delivered item has value to the customer on a stand-alone basis. Revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. We use a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, we follow the industry specific software guidance which only allows for the use of VSOE in establishing fair value.

Television and Entertainment advertising revenue is recorded, net of agency commissions, when commercials are aired. Television operations may trade certain advertising time for products or services, as well as barter advertising time for program material. Trade transactions are generally reported at the estimated fair value of the product or services received, while barter transactions are reported at the Company’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. Barter/trade revenue is reported when commercials are broadcast and expenses are reported when products or services are utilized or when programming airs. The Company records rebates when earned as a reduction of advertising revenue. Retransmission consent fees represent fees that the Company earns from multichannel video programming distributors (“MVPDs”) for the distribution of the Company’s television stations’ broadcast programming. Retransmission consent fees are recognized over the contract period, generally based on a negotiated fee per subscriber. Carriage fees represent fees that the Company earns from MVPDs for the carriage of the Company’s cable channels. Carriage fees are recognized over the contract period, generally based on the number of subscribers and negotiated rates.

Digital and Data revenue includes software licensing recognized in accordance with ASC Topic 985, “Software.” License fees are based on the number of units shipped or the number of subscribers. Revenues from per-unit or per-subscriber fees are recognized in the period the services are provided to a licensee, as reported to the Company by the licensee. Certain non-refundable, non-cancelable license fees are paid in advance for which revenue is recognized when the underlying licensed product is delivered to the licensee. Revenues from data services are recognized on a straight-line basis over the period its licensee has the right to receive the service. The Company accounts for cash consideration (such as sales incentives) that it gives to its customers or resellers as a reduction of revenue, unless the Company receives a benefit that is separate from the customer’s purchase from the Company and for which it can reasonably estimate the fair value.

Use of Estimates

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

The adoption of fresh-start reporting as of the Effective Date (as defined in Note 3) required management to make certain assumptions and estimates to allocate the Successor’s enterprise value to the Successor’s assets and liabilities based on fair values. These estimates of fair value represent the Company’s best estimates based on independent appraisals and various valuation techniques and trends, and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and fair values reflected in the valuations will be realized, and actual results could vary materially.

Cash and Cash Equivalents

Cash and Cash Equivalents—Cash and cash equivalents are stated at cost, which approximates market value. Investments with original maturities of three months or less at the time of purchase are considered to be cash equivalents.

Restricted Cash and Cash Equivalents

Restricted Cash and Cash Equivalents—Restricted cash and cash equivalents consist of funds that are not available for general corporate use and primarily consist of restricted cash held by the Company to satisfy the remaining claim obligations pursuant to the Plan (as defined and described in Note 3). On the Effective Date, the Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At both December 31, 2015 and December 28, 2014, restricted cash held by the Company to satisfy such obligations totaled $18 million.

In conjunction with the acquisition of Local TV on December 27, 2013 (see Note 5), the Company provided a notice to holders of the Senior Toggle Notes that it intended to redeem such notes within a thirty-day period. On December 27, 2013, the Company deposited $202 million with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) ($174 million of which, inclusive of accrued interest of $2 million, was payable to third parties and the remaining $28 million was payable to a subsidiary of the Company), together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. At December 29, 2013, the $202 million deposit was presented as restricted cash and cash equivalents on the Company’s Consolidated Balance Sheet. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts—The Company’s accounts receivable are primarily due from advertisers. Credit is extended based on an evaluation of each customer’s financial condition, and generally collateral is not required. The Company maintains an allowance for uncollectible accounts, rebates and volume discounts. This allowance is determined based on historical write-off experience and any known specific collectability exposures.

A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2013	$	16,254
2014 additions charged to costs and expenses	21,306
2014 deductions	(18,515		)
Allowance distributed in Publishing Spin-off	(11,732		)
Accounts receivable allowance balance at December 28, 2014	$	7,313
2015 additions charged to costs and expenses	7,873
2015 deductions	(7,010		)
Accounts receivable allowance balance at December 31, 2015	$	8,176

Broadcast Rights

Broadcast Rights—The Company acquires rights to broadcast syndicated programs, original licensed series and feature films. Pursuant to ASC Topic 920, “Entertainment-Broadcasters,” these rights and the related liabilities are recorded as an asset and a liability when the license period has begun, the cost of the program is determinable and the program is accepted and available for airing. The current portion of programming inventory includes those rights available for broadcast that are expected to be amortized in the succeeding year.

The Company amortizes its broadcast rights costs over the period in which an economic benefit is expected to be derived based on the timing of the usage and benefit from such programming. Newer licensed/acquired programming and original produced programming are generally amortized on an accelerated basis as the episodes are aired. For certain categories of licensed programming and feature films that have been exploited through previous cycles, amortization expense is recorded on a straight-line basis. The Company also has commitments for network and sports programming that are expensed on a straight-line basis as the programs are available to air. Management’s judgment is required in determining the timing of the expensing of these costs, and includes analyses of historical and estimated future revenue and ratings patterns for similar programming. The Company regularly reviews, and revises when necessary, its revenue estimates, which may result in a change in the rate of amortization. Amortization of broadcast rights are expensed to programming in the Company’s Consolidated Statements of Operations.

The Company carries its broadcast rights at the lower of unamortized cost or estimated net realizable value. The Company evaluates the net realizable value of broadcast rights on a daypart, series, or title-by-title basis, as appropriate. Changes in management’s intended usage of a specific daypart, series, or program would result in a reassessment of the net realizable value, which could result in an impairment. The Company determines the net realizable value and estimated fair value, as appropriate, based on a projection of the estimated advertising revenues and carriage/retransmission revenues, less certain direct costs of delivery, expected to be generated by the program material. If the Company’s estimates of future revenues decline, amortization expense could be accelerated or impairment adjustments may be required. We assess future seasons of syndicated programs that we are committed to acquire for impairment as they become available to us for airing. Any impairments of programming rights are expensed to programming in the Company’s Consolidated Statements of Operations. As a result of the evaluation of the recoverability of the unamortized costs associated with broadcast rights, the Company recognized a non-cash impairment charge of $74 million for the syndicated programs Person of Interest and Elementary at WGN America in 2015.

Production Costs

Production Costs—The Company produces and enters into arrangements with third parties to co-produce original programming to exhibit on its broadcast stations and cable network. In accordance with ASC Topic 926, “Entertainment-Films,” the Company estimates total revenues to be earned and costs to be incurred throughout the life of each television program. Estimates for remaining total lifetime revenues are limited to the amount of revenue contracted for each episode in the initial market (which is the US television market). Accordingly, television programming costs and participation costs incurred in excess of the amount of revenue contracted in the initial market are expensed as incurred. Estimates for all secondary market revenues such as domestic and foreign syndication, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequent to the establishment of the secondary market are initially capitalized and amortized based on the proportion that current period revenues bear to the estimated remaining total lifetime revenues. As several of the Company’s produced programming television series have either recently launched or have yet to premiere, the Company does not have a demonstrated history of participating in secondary market revenues to support that these programs can be successfully licensed in such secondary markets. Production costs are expensed to programming in the Company’s Consolidated Statement of Operations.

Properties

Properties—As a result of the adoption of fresh-start reporting, the Company’s property, plant and equipment was adjusted to fair value on the Effective Date. There were no changes to the methods used by the Company to compute depreciation or any changes to the policy for determining estimated useful lives for assets placed into service subsequent to the Effective Date as a result of the adoption of fresh-start reporting. The estimated useful lives of the Company’s property, plant and equipment that were in service on the Effective Date were revised and currently range as follows: 1 to 44 years for buildings and 1 to 30 years for all other equipment.

Goodwill and Other Indefinite-Lived Intangible Assets

Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill and other indefinite-lived intangible assets are summarized in Note 8. The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired, in accordance with ASC Topic 350, “Intangibles—Goodwill and Other.” Under ASC Topic 350, the impairment review of goodwill and other intangible assets not subject to amortization must be based on estimated fair values.

The Company’s annual impairment review measurement date is in the fourth quarter of each year. The estimated fair values of the reporting units to which goodwill has been allocated are determined using many critical factors, including projected future operating cash flows, revenue and market growth, market multiples, discount rates and consideration of market valuations of comparable companies. The estimated fair values of other intangible assets subject to the annual impairment review, which include FCC licenses and trade name, are generally calculated based on projected future discounted cash flow analyses. The development of estimated fair values requires the use of assumptions, including assumptions regarding revenue and market growth as well as specific economic factors in the broadcasting industry. These assumptions reflect the Company’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company’s control.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in additional non-cash impairment charges in the future under ASC Topic 350.

Impairment Review of Long-Lived Assets

Impairment Review of Long-Lived Assets—In accordance with ASC Topic 360, “Property, Plant and Equipment,” the Company evaluates the carrying value of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset or asset group may be impaired. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining depreciable life are less than its current carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Losses on long-lived assets to be disposed of are determined in a similar manner, except that the fair values are reduced for an estimate of the cost to dispose or abandon.

Adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate future undiscounted cash flows could result in additional non-cash impairment charges in the future under ASC Topic 360.

Pension Plans and Other Postretirement Benefits

Pension Plans and Other Postretirement Benefits—Retirement benefits are provided to employees through pension plans sponsored either by the Company or by unions. Under the Company-sponsored plans, pension benefits are primarily a function of both the years of service and the level of compensation for a specified number of years, depending on the plan. It is the Company’s policy to fund the minimum for Company-sponsored pension plans as required by the Employee Retirement Income Security Act (“ERISA”). Contributions made to union-sponsored plans are based upon collective bargaining agreements. The Company also provides certain health care and life insurance benefits for retired employees. The expected cost of providing these benefits is accrued over the years that the employees render services. It is the Company’s policy to fund postretirement benefits as claims are incurred.

The Company recognizes the overfunded or underfunded status of its defined benefit pension or other postretirement plans (other than a multiemployer plan) as an asset or liability in its Consolidated Balance Sheets and recognizes changes in that funded status in the year in which changes occur through comprehensive (loss) income. Additional information pertaining to the Company’s pension plans and other postretirement benefits is provided in Note 15.

Self-Insurance

Self-Insurance—The Company self-insures for certain employee medical and disability income benefits, workers’ compensation costs and automobile and general liability claims. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The Company carries insurance coverage to limit exposure for self-insured workers’ compensation costs and automobile and general liability claims. The Company’s deductibles under these coverages are generally $1 million per occurrence, depending on the applicable policy period. The recorded liabilities for self-insured risks totaled $34 million at December 31, 2015 and $47 million at December 28, 2014, which was net of $44 million of such liabilities distributed to Tribune Publishing in the Publishing Spin-off.

Deferred Revenue

Deferred Revenue—Deferred revenue arises in the normal course of business from advances from customers for the Company’s products and services. Revenue associated with deferred revenue is recognized in the period it is earned. See above for further information on the Company’s revenue recognition policy.

Stock-Based Compensation

Stock-Based Compensation—In accordance with ASC Topic 718, “Compensation—Stock Compensation,” the Company recognizes stock-based compensation cost in its Consolidated Statements of Operations. Stock-based compensation cost is measured at the grant date for equity-classified awards and at the end of each reporting period for liability-classified awards based on the estimated fair value of the awards. ASC Topic 718 requires stock-based compensation expense to be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service (the “substantive vesting period”). Additional information pertaining to the Company’s stock-based compensation is provided in Note 17.

Income Taxes

Income Taxes—On March 13, 2008, the Predecessor filed an election to be treated as a subchapter S corporation under the Internal Revenue Code (“IRC”), which election became effective as of the beginning of the Predecessor’s 2008 fiscal year. The Predecessor also elected to treat nearly all of its subsidiaries as qualified subchapter S subsidiaries. Subject to certain limitations (such as the built-in gain tax applicable for 10 years to gains accrued prior to the election), the Predecessor was no longer subject to federal income tax. Instead, the Predecessor’s taxable income was required to be reported by its shareholders. The Tribune Employee Stock Ownership Plan (“ESOP”) was the Predecessor’s sole shareholder and was not taxed on the share of income that was passed through to it because the ESOP was a qualified employee benefit plan. Although most states in which the Predecessor operated recognize the subchapter S corporation status, some imposed income taxes at a reduced rate.

As a result of the election and in accordance with ASC Topic 740, “Income Taxes,” the Predecessor reduced its net deferred income tax liabilities to report only deferred income taxes relating to states that assess taxes on subchapter S corporations and subsidiaries that were not qualified subchapter S subsidiaries.

Provisions for federal and state income taxes are calculated on reported pretax earnings based on current tax laws and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Taxable income reported to the taxing jurisdictions in which the Company operates often differs from pretax earnings because some items of income and expense are recognized in different time periods for income tax purposes. The Company provides deferred taxes on these temporary differences in accordance with ASC Topic 740. Taxable income also may differ from pretax earnings due to statutory provisions under which specific revenues are exempt from taxation and specific expenses are not allowable as deductions. The consolidated tax provision and related accruals include estimates of the potential taxes and related interest as deemed appropriate. These estimates are reevaluated and adjusted, if appropriate, on a quarterly basis. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than that which has been provided by the Company.

ASC Topic 740 addresses the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC Topic 740, a company may recognize the tax benefit of an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC Topic 740 requires the tax benefit recognized in the financial statements to be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. See Note 14 for further discussion.

In connection with the Debtors’ emergence from Chapter 11, the Company converted from a subchapter S corporation to a C corporation under the IRC and became subject to federal income tax. The effect of this conversion was recorded in connection with the Company’s implementation of fresh-start reporting as more fully described in Note 4 and Note 14. Accordingly, essentially all of the Company’s net deferred tax liabilities at the Effective Date were reinstated at a higher effective tax rate.

Comprehensive Income (Loss)

Comprehensive Income (Loss)—Comprehensive income (loss) consists of net income and other gains and losses affecting shareholder’s equity that, under U.S. GAAP, are excluded from net income. The Company’s other comprehensive income (loss) includes changes in unrecognized benefit plan gains and losses, unrealized gains and losses on marketable securities classified as available-for-sale, and foreign currency translation adjustments. The activity for each component of the Company’s accumulated other comprehensive income (loss) is summarized in Note 19.

New Accounting Standards

New Accounting Standards—In February 2016, the FASB issued ASU No. 2016-02, “Leases (Subtopic 842).” The new guidance requires lessees to recognize assets and liabilities arising from leases as well as extensive quantitative and qualitative disclosures. A lessee will need to recognize on its balance sheet a right-of-use asset and a lease liability for the majority of its leases (other than leases that meet the definition of a short-term lease). The lease liabilities will be equal to the present value of lease payments. The right-of-use asset will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10).” The new guidance requires entities to measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in net income and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Further, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale in other comprehensive income and they will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. The guidance has additional amendments to presentation and disclosure requirements of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-01 on its consolidated financial statements.

In November 2015, the FASB issued an ASU No. 2015-17, “Income Taxes (Topic 740).” The amendments in ASU 2015-17 simplify the presentation of deferred income taxes. The amendments require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in ASU 2015-17 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early application is permitted. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company is electing to apply the amendments prospectively. Upon transition, the Company is required to disclosure the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. The Company early adopted ASU 2015-17 as of December 31, 2015, see “—Change in Accounting Principle” above. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued an ASU No. 2015-16, “Business Combinations (Topic 805).” The amendments in ASU 2015-16 simplify the accounting for adjustments made to provisional amounts during the measurement period of a business combination. The amendment requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in ASU 2015-16 are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of ASU 2015-16 with earlier application permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40).” The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2015-05 may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30).” The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments. The amendments in ASU 2015-03 should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The SEC staff noted that ASU 2015-03 does not address situations where a company has debt issuance costs related to line-of-credit arrangements. As a result, the FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30),” which states that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Upon transition, the Company is required to comply with applicable disclosures for the change in accounting principle. The amendments in ASU 2015-03 and ASU 2015-15 are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company will be adopting ASU 2015-03 and ASU 2015-15 on the first day of the 2016 fiscal year. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40).” The amendments in ASU 2014-15 require the management of all entities, in connection with preparing financial statements for each annual and interim reporting period, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year for annual periods beginning after December 15, 2017, while allowing early adoption as of the original public entity date. The amendments in ASU 2014-09 may be applied either retrospectively to each prior period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 at the date of initial application. The Company is currently evaluating adoption methods and the impact of adopting ASU 2014-09 on its consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in ASU 2014-08 change the criteria for reporting discontinued operations for all entities. The amendments also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments in ASU 2014-08 should be applied prospectively to all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted ASU 2014-08 effective on the first day of the 2015 fiscal year. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

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Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

A summary of the activity with respect to the accounts receivable allowances is as follows (in thousands):

Accounts receivable allowance balance at December 29, 2013	$	16,254
2014 additions charged to costs and expenses	21,306
2014 deductions	(18,515		)
Allowance distributed in Publishing Spin-off	(11,732		)
Accounts receivable allowance balance at December 28, 2014	$	7,313
2015 additions charged to costs and expenses	7,873
2015 deductions	(7,010		)
Accounts receivable allowance balance at December 31, 2015	$	8,176

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

Summarized results of the Company’s discontinued operations and the impact of associated Publishing Spin-off adjustments are as follows (in thousands):

	Successor						Predecessor
	Year Ended
	December 28, 2014(1)			December 29, 2013			December 31, 2012
Operating revenues	$	970,501		$	1,755,989		$	—
Operating profit	38,712			149,906			—
Loss on equity investments, net	(626		)	(1,187		)	—
Interest income	—			35			—
Interest expense (2)	(6,837		)	(11,042		)	—
Gain on investment transactions (3)	1,484			—			—
Reorganization items, net	(9		)	(284		)	(173,449		)
Income (loss) before income taxes	32,724			137,428			(173,449		)
Income tax expense (benefit) (4)	19,172			58,815			(69,548		)
Income (loss) from discontinued operations, net of taxes	$	13,552		$	78,613		$	(103,901	)

(1) Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

(2) In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(3) Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014.

(4) The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012.

Assets and Liabilities Distributed in the Spin-off

The following is a summary of the assets and liabilities distributed to Tribune Publishing on August 4, 2014 in connection with the Publishing Spin-off (in thousands):

Assets:
Current Assets
Cash and cash equivalents	$	59,030
Restricted cash	27,500
Accounts receivable, net	187,153
Inventories	14,623
Deferred income taxes	32,557
Prepaid expenses and other	20,956
Total current assets	341,819
Property, plant and equipment, net	160,087
Other Assets
Goodwill	35,450
Intangible assets, net	73,300
Investments	1,924
Other long-term assets	10,179
Deferred income taxes	12,352
Total other assets	133,205
Total Assets	635,111
Liabilities:
Current Liabilities
Accounts payable	39,422
Employee compensation and benefits	98,156
Debt due within one year	12,680
Deferred revenue	74,505
Accrued expenses and other current liabilities	31,031
Total current liabilities	255,794
Non-Current Liabilities
Postretirement, medical life and other benefits	45,255
Long-term debt	333,820
Other obligations	19,589
Total non-current liabilities	398,664
Net Liabilities Distributed to Tribune Publishing	$	(19,347	)

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Proceedings Under Chapter 11 (Tables)

12 Months Ended

Dec. 31, 2015

Reorganizations [Abstract]

Reorganization Items Consolidated Financial Statements

Reorganization items, net included in the Successor’s Consolidated Statements of Operations for each of the three years in the period ended December 31, 2015 and in the Predecessor’s Consolidated Statements of Operations for December 31, 2012 consisted of the following (in thousands):

	Successor							Predecessor
	2015		2014		2013			December 31, 2012
Reorganization costs, net:
Professional advisory fees	$	270	$	4,272	$	13,515		$	—
Contract rejections and claim settlements	222		575		(446		)	—
Other	1,045		2,421		3,862			—
Total reorganization costs, net	1,537		7,268		16,931			—
Reorganization adjustments, net	—		—		—			(4,734,050		)
Fresh-start reporting adjustments, net	—		—		—			(3,550,264		)
Total reorganization items, net	$	1,537	$	7,268	$	16,931		$	(8,284,314	)

XML

Fresh-Start Reporting Fresh-Start Reporting (Tables)

12 Months Ended

Dec. 31, 2015

Reorganizations [Abstract]

Schedule of Fresh-Start Adjustments

The table below summarizes the Predecessor’s December 30, 2012 Condensed Consolidated Balance Sheet, the reorganization and fresh-start reporting adjustments that were made to that balance sheet as of December 31, 2012, and the resulting Successor’s Condensed Consolidated Balance Sheet as of December 31, 2012.

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	2,284,426		$	(1,853,852	)	(1)	$	—			$	430,574
Accounts receivable, net	491,164			—				—				491,164
Inventories	22,249			—				(3,901		)	(6)	18,348
Broadcast rights	151,576			—				(22,705		)	(6)	128,871
Income taxes receivable	65,475			—				—				65,475
Restricted cash and cash equivalents	—			186,823			(1)	—				186,823
Prepaid expenses and other	82,453			83,021			(1)(3)	(4,003		)	(6)	161,471
Total current assets	3,097,343			(1,584,008		)		(30,609		)		1,482,726
Properties
Property, plant and equipment	2,925,355			—				(2,048,186		)	(6)	877,169
Accumulated depreciation	(1,930,728		)	—				1,930,728			(6)	—
Net properties	994,627			—				(117,458		)		877,169
Other Assets
Broadcast rights	80,945			—				(16,700		)	(6)	64,245
Goodwill	409,432			—				1,992,594			(6)(7)	2,402,026
Other intangible assets, net	360,479			—				1,187,455			(6)	1,547,934
Restricted cash and cash equivalents	727,468			(727,468		)	(1)	—				—
Assets held for sale	8,853			—				1,247			(6)	10,100
Investments	605,420			—				1,618,893			(6)	2,224,313
Other	66,469			11,242			(5)	(12,944		)	(6)	64,767
Total other assets	2,259,066			(716,226		)		4,770,545				6,313,385
Total assets	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

Condensed Consolidated Balance Sheets at December 30, 2012 and December 31, 2012 (Continued)

(In thousands of dollars)

	Predecessor At December 30, 2012			Reorganization Adjustments				Fresh-Start Adjustments				Successor At December 31, 2012
Liabilities and Shareholder’s Equity (Deficit)
Current Liabilities
Current portion of term loan	$	—		$	6,843		(5)	$	—			$	6,843
Accrued reorganization costs	102,191			24,791			(1)(4)	—				126,982
Employee compensation and benefits	171,012			6,103			(1)(4)	—				177,115
Contracts payable for broadcast rights	109,894			61,595			(4)	(19,272		)	(6)	152,217
Income taxes payable	1,605			58,485			(1)(4)	—				60,090
Deferred revenue	76,909			—				(170		)	(6)	76,739
Accounts payable, accrued expenses and other current liabilities	141,845			95,392			(1)(4)(5)	(8,842		)	(6)	228,395
Total current liabilities	603,456			253,209				(28,284		)		828,381
Non-Current Liabilities
Term loan	—			1,082,157			(5)	—				1,082,157
Deferred income taxes	50,635			293,718			(1)(3)	969,399			(6)	1,313,752
Contracts payable for broadcast rights	67,839			21,791			(4)	(7,701		)	(6)	81,929
Contract intangibles	—			—				227,017			(6)	227,017
Pension obligations and postretirement and other benefits, net	540,618			9,763			(1)(4)	—				550,381
Other obligations	57,632			9,033			(1)(4)	(13,002		)	(6)	53,663
Total non-current liabilities	716,724			1,416,462				1,175,713				3,308,899
Liabilities Subject to Compromise	13,049,204			(13,049,204		)	(1)(4)	—				—
Common Shares Held by ESOP, net of Unearned Compensation	36,680			(36,680		)	(2)	—				—
Shareholder’s Equity (Deficit)
Common stock and additional paid-in capital	—			—				—				—
Stock purchase warrants	255,000			(255,000		)	(2)	—				—
Retained earnings (deficit)	(7,401,904		)	4,834,979			(1)(2)	2,566,925			(6)	—
Accumulated other comprehensive income (loss)	(908,124		)	—				908,124			(6)	—
Common stock – Reorganized Tribune Company	—			83			(1)	—				83
Additional paid-in capital – Reorganized Tribune Company	—			4,535,917			(1)	—				4,535,917
Total shareholder’s equity (deficit)	(8,055,028		)	9,115,979				3,475,049				4,536,000
Total liabilities and shareholder’s equity (deficit)	$	6,351,036		$	(2,300,234	)		$	4,622,478			$	8,673,280

(1) Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):

Liabilities subject to compromise on the Effective Date	$	13,049,204
Less: Liabilities assumed and reinstated on the Effective Date	(169,513		)
Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments	(50,488		)
Liabilities subject to compromise and settled on the Effective Date	12,829,203
Less: Cash distributions on settled claims	(3,515,996		)
Less: Issuance of Common Stock and Warrants	(4,536,000		)
Gain on settlement of liabilities subject to compromise	4,777,207
Less: Valuation allowance on non-interest bearing loan to the Litigation Trust	(20,000		)
Less: Professional advisory fees incurred due to emergence from Chapter 11	(14,136		)
Less: Other reorganization adjustments, net	(4,372		)
Total reorganization adjustments before taxes	4,738,699
Less: Income taxes on reorganization adjustments	(195,400		)
Net reorganization gain after taxes (1)	$	4,543,299

(1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).

In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.

On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11.

Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

(2) As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

(3) Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

(4) Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights.

(5) On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility.

The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):

Current portion of term loan:
Portion due within one year	$	8,250
Less: Current portion of debt discount	(1,407		)
Current portion of term loan	$	6,843
Non-current portion of term loan:
Issuance of term loan	$	1,100,000
Less: Debt discount of 1%	(11,000		)
Less: Current portion of term loan	(6,843		)
Non-current portion of term loan	$	1,082,157

Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

(6) The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date.

The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):

Fair value adjustments to net properties	$	(116,211	)
Fair value adjustments to intangibles	1,186,701
Fair value adjustments to investments	1,615,075
Fair value adjustments to broadcast rights and other contracts	(234,098		)
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill	1,992,594
Other fair value adjustments, net	(1,131		)
Elimination of accumulated other comprehensive income (loss)	(1,070,764		)
Gain from fresh-start reporting adjustments before taxes	3,372,166
Less: Income taxes attributable to fair value adjustments	(805,241		)
Net gain from fresh-start reporting adjustments after taxes (1)	$	2,566,925

(1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.

Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.

Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.

Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.

Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

(7) As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):

Determination of goodwill:
Enterprise value of Reorganized Tribune Company	$	5,194,426
Plus: Cash and cash equivalents	430,574
Plus: Fair value of liabilities (excluding debt)	3,048,280
Total reorganization value to be allocated to assets	8,673,280
Less: Fair value assigned to tangible and identifiable intangible assets	(6,271,254		)
Reorganization value allocated to goodwill	$	2,402,026

Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations.

Schedule of Liabilities Subject to Compromise

The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):

Liabilities subject to compromise on the Effective Date	$	13,049,204
Less: Liabilities assumed and reinstated on the Effective Date	(169,513		)
Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments	(50,488		)
Liabilities subject to compromise and settled on the Effective Date	12,829,203
Less: Cash distributions on settled claims	(3,515,996		)
Less: Issuance of Common Stock and Warrants	(4,536,000		)
Gain on settlement of liabilities subject to compromise	4,777,207
Less: Valuation allowance on non-interest bearing loan to the Litigation Trust	(20,000		)
Less: Professional advisory fees incurred due to emergence from Chapter 11	(14,136		)
Less: Other reorganization adjustments, net	(4,372		)
Total reorganization adjustments before taxes	4,738,699
Less: Income taxes on reorganization adjustments	(195,400		)
Net reorganization gain after taxes (1)	$	4,543,299

(1) Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Business Acquisition [Line Items]

Schedule of Variable Interest Entities

The Company’s Consolidated Balance Sheet as of December 31, 2015 and December 28, 2014 includes the following assets and liabilities of the Dreamcatcher stations (in thousands):

	December 31, 2015		December 28, 2014
Property, plant and equipment, net	$	371	$	999
Broadcast rights	2,748		2,869
Other intangible assets, net	92,970		103,500
Other assets	111		124
Total Assets	$	96,200	$	107,492
Debt due within one year	$	4,037	$	4,034
Contracts payable for broadcast rights	3,016		6,552
Long-term debt	14,831		19,880
Other liabilities	55		157
Total Liabilities	$	21,939	$	30,623

Business Acquisition, Pro Forma Information

Pursuant to ASC Topic 805, the following table sets forth unaudited pro forma results of operations from continuing operations of the Company assuming that the Gracenote acquisition occurred on December 31, 2012, the first day of the Company’s 2013 fiscal year and assuming that the Local TV Acquisition, along with transactions necessary to finance the acquisition and the elimination of certain nonrecurring items, occurred on December 26, 2011, the first day of the Company’s 2012 fiscal year and were fully attributed to the results from continuing operations (in thousands, except per share data):

	2014		2013
Total revenues	$	1,961,788	$	1,814,545
Income from continuing operations	$	466,690	$	146,938
Basic earnings per common share from continuing operations	$	4.66	$	1.47
Diluted earnings per common share from continuing operations	$	4.65	$	1.47

Infostrada, SportsDirect, Covers, Enswers

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The total purchase price for the Infostrada Sports, SportsDirect, Covers and Enswers acquisitions assigned to the acquired assets and assumed liabilities of these companies is as follows (in thousands):

Consideration:
Cash	$	71,768
Less: cash acquired	(1,919		)
Net cash	$	69,849
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	404
Accounts receivable and other current assets	2,481
Property and equipment	805
Deferred tax assets	3,816
Other long term assets	157
Intangible assets subject to amortization
Customer relationships (useful lives of 6 to 16 years)	17,000
Content databases (useful lives of 10 to 16 years)	13,900
Technologies (useful lives 4 to 10 years)	6,900
Trade name and trademarks (useful life of 15 years)	5,200
Non-competition agreement (useful life 5 years)	1,100
Accounts payable and other current liabilities	(1,507		)
Deferred revenue	(339		)
Deferred tax liabilities	(10,097		)
Other liabilities	(477		)
Total identifiable net assets	39,343
Goodwill	30,506
Total net assets acquired	$	69,849

What's On India Media Private Limited

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	23,403
Less: Cash acquired	(2,203		)
Plus: NPV of deferred payments	5,625
Net consideration	$	26,825
Allocated Fair Value of Acquired Assets and Assumed Liabilities
Accounts receivable and other current assets	$	1,407
Other long term assets	1,009
Property and equipment	163
Intangible assets subject to amortization
Trade name and trademarks (useful life of 3 years)	200
Technologies (useful lives of 6 to 7 years)	3,100
Customer relationships (useful lives of 6 to 7 years)	2,800
Non-competition agreement (useful life of 5 years)	600
Content databases (useful lives of 13 to 14 years)	7,700
Accounts payable and other current liabilities	(1,437		)
Deferred income taxes	(4,393		)
Total identifiable net assets	11,149
Goodwill	15,676
Total net assets acquired	$	26,825

HWW

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	18,425
Less: cash acquired	(176		)
Net cash	$	18,249
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	780
Property and equipment	40
Intangible assets subject to amortization
Technologies (useful life of 7 years)	3,600
Customer relationships (useful life of 12 years)	2,500
Content database (useful life of 5 years)	2,400
Accounts payable and other current liabilities	(147		)
Deferred revenue	(267		)
Deferred income taxes	(2,550		)
Other liabilities	(45		)
Total identifiable net assets	6,311
Goodwill	11,938
Total net assets acquired	$	18,249

Baseline, LLC

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	48,988
Less: cash acquired	(200		)
Net cash	$	48,788
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	1,362
Other long term assets	23
Property and equipment	153
Intangible assets subject to amortization
Trade name and trademarks (useful lives of 3 to 5 years)	1,000
Technologies (useful lives of 6 to 7 years)	3,200
Customer relationships (useful lives of 6 to 7 years)	7,600
Content database (useful life of 15 years)	14,000
Accounts payable and other current liabilities	(561		)
Deferred revenue	(700		)
Total identifiable net assets	26,077
Goodwill	22,711
Total net assets acquired	$	48,788

Gracenote, Inc.

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows, subject to further adjustments (in thousands):

Consideration:
Cash	$	160,867
Less: cash acquired	(3,053		)
Net cash	$	157,814
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents	$	5,283
Accounts receivable and other current assets	26,143
Property, plant and equipment	10,659
Intangible assets subject to amortization
Trade name and trademarks (useful life of 15 years)	8,100
Technology (useful life of 7 to 10 years)	30,100
Customer relationships (useful life of 5 to 10 years)	33,100
Content databases (useful life of 13 years)	41,400
Deferred income tax assets	7,159
Other assets	396
Accounts payable and other current liabilities	(22,299		)
Deferred income tax liabilities	(41,121		)
Other liabilities	(7,489		)
Total identifiable net assets	91,431
Goodwill	66,383
Total net assets acquired	$	157,814

Local TV

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The allocated fair value of acquired assets and assumed liabilities is summarized as follows (in thousands):

Consideration:
Cash	$	2,816,101
Less: cash acquired	(65,567		)
Net cash	$	2,750,534
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Restricted cash and cash equivalents (1)	$	201,922
Accounts receivable and other current assets	137,377
Property and equipment	170,795
Broadcast rights	26,468
FCC licenses	126,925
Network affiliation agreements	225,400
Advertiser backlog	29,290
Retransmission consent agreements	707,000
Broadcast rights intangible assets	1,187
Other assets	5
Accounts payable and other current liabilities	(50,249		)
Senior Toggle Notes	(172,237		)
Contracts payable for broadcast rights	(34,732		)
Broadcast rights intangible liabilities	(9,344		)
Deferred income taxes	(20,238		)
Other liabilities	(1,185		)
Total identifiable net assets	1,338,384
Goodwill	1,412,150
Total net assets acquired	$	2,750,534

(1) As further described in Note 10, on December 27, 2013, the Company deposited $202 millionwith the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

Other Acquisitions

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company’s other acquisitions in 2014 and 2013 were not significant. The results of the other acquired companies and the related transaction costs were not material to the Company’s consolidated financial statements in each respective period and were included in the Consolidated Statements of Operations since their respective dates of acquisition. Information for acquisitions made in 2014 and 2013 (excluding those listed above) is as follows (in thousands):

	2014		2013
Fair value of assets acquired (1)	$	2,000	$	3,095
Liabilities assumed	—		1,297
Net cash paid	$	2,000	$	1,798

(1) Includes intangible assets, net of acquisition-related deferred taxes.

Landmark Acquisition Distributed in Spin-off

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

At the acquisition date, the purchase price assigned to the acquired assets and assumed liabilities is as follows (in thousands):

Consideration:
Cash	$	28,983
Less: cash acquired	(2		)
Net cash	$	28,981
Allocated Fair Value of Acquired Assets and Assumed Liabilities:
Accounts receivable and other current assets	$	2,942
Property, plant and equipment	560
Intangible assets subject to amortization
Trade names and trademarks (useful life of 20 years)	7,500
Advertiser relationships (useful life of 12 years)	6,500
Other customer relationships (useful life of 7 years)	2,500
Accounts payable and other current liabilities	(3,961		)
Total identifiable net assets	16,041
Goodwill	12,940
Total net assets acquired	$	28,981

Other Acquisitions Distributed in Spin-off

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Information for other acquisitions distributed in the Publishing Spin-off made in the year ended December 28, 2014 and prior to the Publishing Spin-off (excluding the Landmark Acquisition) is as follows (in thousands):

	December 28, 2014
Fair value of assets acquired	$	11,292
Liabilities assumed	(800		)
Net assets acquired	10,492
Less: fair value of non-cash and contingent consideration	(4,439		)
Less: fair value of the preexisting equity interest in MCT	(2,752		)
Net cash paid	$	3,301

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Changes in Operations and Non-operating Items (Tables)

12 Months Ended

Dec. 31, 2015

Changes in Operations and Non-Operating Items [Abstract]

Schedule of Severance Accrual and Related Activities

Changes to the accrued liability for severance and related expenses were as follows (in thousands):

Balance at December 29, 2013	$	11,640
Additions	12,176
Payments	(15,895		)
Liability distributed in Publishing Spin-Off	(5,308		)
Balance at December 28, 2014	$	2,613
Additions	5,943
Payments	(4,103		)
Balance at December 31, 2015	$	4,453

Schedule of Other Nonoperating Income (Expense)

Non-Operating Items—Non-operating items for 2015, 2014 and 2013 are summarized as follows (in thousands):

	2015			2014			2013
Loss on extinguishment of debt	$	(37,040	)	$	—		$	(28,380	)
Gain on investment transactions, net	12,173			372,485			150
Other non-operating gain (loss), net	8,140			(4,804		)	(1,492		)
Total non-operating items	$	(16,727	)	$	367,681		$	(29,722	)

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Assets Held For Sale and Sales of Real Estate Assets (Tables)

12 Months Ended

Dec. 31, 2015

Assets Held For Sale and Sales of Real Estate [Abstract]

Assets Held For Sale

Assets Held for Sale—Assets held for sale consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Real estate	$	206,422	$	5,645

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Goodwill, Other Intangible Assets and Intangible Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Goodwill and other intangible assets consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Other intangible assets subject to amortization (1)
Affiliate relationships (useful life of 16 years)	$	212,000	$	(39,750	)	$	172,250	$	212,000	$	(26,500	)	$	185,500
Advertiser relationships (useful life of 8 years)	168,000		(63,000		)	105,000		168,000		(42,000		)	126,000
Network affiliation agreements (useful life of 5 to 16 years)	362,000		(92,113		)	269,887		362,000		(50,485		)	311,515
Retransmission consent agreements (useful life of 7 to 12 years)	830,100		(196,955		)	633,145		830,100		(106,897		)	723,203
Other customer relationships (useful life of 3 to 16 years)	114,827		(23,315		)	91,512		99,528		(12,632		)	86,896
Content Databases (useful lives of 5 to 16)	134,299		(23,623		)	110,676		122,400		(13,001		)	109,399
Other technology (useful life of 4 to 10 years)	47,011		(9,733		)	37,278		41,385		(4,022		)	37,363
Trade names and trademarks (useful life of 3 to 15 years)	13,853		(1,625		)	12,228		9,300		(597		)	8,703
Other (useful life of 3 to 11 years)	16,337		(5,514		)	10,823		10,770		(2,955		)	7,815
Total	$	1,898,427	$	(455,628	)	1,442,799		$	1,855,483	$	(259,089	)	1,596,394
Other intangible assets not subject to amortization
FCC licenses						782,600							786,600
Trade name						14,800							14,800
Total other intangible assets, net						2,240,199							2,397,794
Goodwill
Television and Entertainment						3,220,300							3,601,300
Digital and Data						341,512							316,836
Total goodwill						3,561,812							3,918,136
Total goodwill and other intangible assets						$	5,802,011						$	6,315,930

Schedule of Changes of Finite-Lived Intangible Assets, Indefinite-Lived Intangible Assets, and Goodwill

The changes in the carrying amounts of intangible assets during the years ended December 31, 2015 and December 28, 2014 were as follows (in thousands):

	Television and Entertainment			Digital and Data			Discontinued Operations			Total
Other intangible assets subject to amortization
Balance as of December 29, 2013	$	1,551,599		$	103,062		$	28,682		$	1,683,343
Acquisitions (1)	—			161,900			17,009			178,909
Amortization (2)	(198,441		)	(21,255		)	(4,191		)	(223,887		)
Balance sheet reclassifications (3)	(291		)	—			—			(291		)
Distributed in Publishing Spin-off	—			—			(41,500		)	(41,500		)
Foreign currency translation adjustment	—			(180		)	—			(180		)
Balance as of December 28, 2014	$	1,352,867		$	243,527		$	—		$	1,596,394
Acquisitions (1)	—			49,100			—			49,100
Amortization (2)	(167,321		)	(29,314		)	—			(196,635		)
Balance sheet reclassifications (3)	(331		)	—			—			(331		)
Foreign currency translation adjustment	—			(5,729		)	—			(5,729		)
Balance as of December 31, 2015	$	1,185,215		$	257,584		$	—		$	1,442,799
Other intangible assets not subject to amortization
Balance as of December 29, 2013	$	801,400		$	—		$	31,800		$	833,200
Distributed in Publishing Spin-off	—			—			(31,800		)	(31,800		)
Balance as of December 28, 2014	$	801,400		$	—		$	—		$	801,400
Impairment charge	(4,000		)	—			—			(4,000		)
Balance as of December 31, 2015	$	797,400		$	—		$	—		$	797,400
Goodwill
Balance as of December 29, 2013	$	3,601,300		$	198,565		$	15,331		$	3,815,196
Acquisitions (1)	—			118,378			20,119			138,497
Distributed in Publishing Spin-off	—			—			(35,450		)	(35,450		)
Foreign currency translation adjustment	—			(107		)	—			(107		)
Balance as of December 28, 2014	$	3,601,300		$	316,836		$	—		$	3,918,136
Acquisitions (1)	—			30,616			—			30,616
Foreign currency translation adjustment	—			(5,940		)	—			(5,940		)
Impairment charge	(381,000		)	—			—			(381,000		)
Balance as of December 31, 2015	$	3,220,300		$	341,512		$	—		$	3,561,812
Total goodwill and other intangible assets as of December 31, 2015	$	5,202,915		$	599,096		$	—		$	5,802,011

(1) Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions.

(2) Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations.

(3) Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014.

Schedule of Finite-Lived Intangible Liabilities

The Company’s intangible liabilities subject to amortization consisted of the following (in thousands):

	December 31, 2015							December 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Intangible liabilities subject to amortization
Broadcast rights intangible liabilities	$	80,440	$	(66,729	)	$	13,711	$	102,373	$	(68,059	)	$	34,314
Lease contract intangible liabilities	209		(148		)	61		209		(98		)	111
Total intangible liabilities subject to amortization	$	80,649	$	(66,877	)	$	13,772	$	102,582	$	(68,157	)	$	34,425

Schedule of Changes of Finite-Lived Intangible Liabilities

The net changes in the carrying amounts of intangible liabilities during 2014 and 2015 were as follows (in thousands):

	Television and Entertainment			Discontinued Operations			Total
Intangible liabilities subject to amortization
Balance at December 29, 2013	$	193,402		$	328		$	193,730
Amortization	(37,351		)	(94		)	(37,445		)
Balance sheet reclassifications (1)	(121,626		)	—			(121,626		)
Distributed in Publishing Spin-off	—			(234		)	(234		)
Balance at December 28, 2014	$	34,425		$	—		$	34,425
Amortization	(16,385		)	—			(16,385		)
Balance sheet reclassifications (1)	(4,268		)	—			(4,268		)
Balance at December 31, 2015	$	13,772		$	—		$	13,772

(1) Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015.

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Investments (Tables)

12 Months Ended

Dec. 31, 2015

Dec. 28, 2014

Investment [Line Items]

Investment Holdings, Schedule of Investments

Investments consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Equity method investments	$	1,668,316	$	1,689,996
Cost method investments	20,868		18,238
Marketable equity securities	3,516		8,958
Total investments	$	1,692,700	$	1,717,192

Equity Method Investment Ownership Percentages [Table Text Block]

The Company’s equity method investments at December 31, 2015 included the following private companies:

Company	% Owned
CareerBuilder, LLC	32%
Dose Media, LLC	25%
Television Food Network, G.P.	31%
TKG Internet Holdings II LLC	43%

Equity Method Investments

Income from equity investments, net reported in the Company’s Consolidated Statements of Operations consisted of the following (in thousands):

	2015			2014			2013
Income from equity investments, net, before amortization of basis difference	$	201,207		$	379,048		$	243,528
Amortization of basis difference (1)	(54,248		)	(142,335		)	(98,287		)
Income from equity investments, net	$	146,959		$	236,713		$	145,241

(1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business.

Distributions from Equity Investments [Table Text Block]

Cash distributions from the Company’s equity method investments were as follows (in thousands):

	2015		2014		2013
Total cash distributions from equity investments (1)	$	180,207	$	370,310	$	207,994

(1) Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014.

Television Food Network, G.P.

Investment [Line Items]

Summary of Financial Information of Equity Investments [Table Text Block]

Summarized Financial Information—Summarized financial information for TV Food Network is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net	$	1,099,307	$	1,070,671	$	1,031,320
Operating income	$	548,919	$	534,477	$	520,942
Net income	$	561,657	$	549,058	$	511,235

	December 31, 2015		December 28, 2014
Current assets	$	750,425	$	708,988
Non-current assets	$	173,513	$	156,580
Current liabilities	$	87,341	$	63,257
Non-current liabilities	$	541	$	619

CareerBuilder, LLC, Dose Media, LLC, and Classified Ventures, LLC [Member]

Investment [Line Items]

Summary of Financial Information of Equity Investments [Table Text Block]

Summarized financial information for CareerBuilder, Dose Media and CV is as follows (in thousands):

	Fiscal Year
	2015		2014		2013
Revenues, net (1)(2)	$	698,041	$	1,063,321	$	1,096,799
Operating income from continuing operations (1)(2)	$	84,199	$	147,165	$	183,800
Net income (2)(3)	$	80,280	$	713,108	$	224,052

(1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information.

(2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table.

(3) Net income that relates to CV include results through October 1, 2014. See above for further information.

	December 31, 2015(1)(2)		December 28, 2014(1)
Current assets	$	266,390	$	200,006
Non-current assets	$	459,718	$	492,769
Current liabilities	$	190,977	$	201,517
Non-current liabilities	$	24,745	$	21,231
Redeemable non-controlling interest	$	24,666	$	20,470

(1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information.

(2) Balance sheet information as of December 31, 2015 includes Dose Media.

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Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consisted of the following (in thousands):

	December 31, 2015		December 28, 2014
Term Loan Facility due 2020, effective interest rate of 3.82% and 4.04%, net of unamortized discount of $7,084 and $8,118	$	2,360,155	$	3,471,017
5.875% Senior Notes due 2022	1,100,000		—
Dreamcatcher Credit Facility due 2018, effective interest rate of 4.08%, net of unamortized discount of $33 and $49	18,868		23,914
Other obligations	—		54
Total debt	3,479,023		3,494,985
Less: Debt due within one year	26,479		4,088
Long-term debt, net of current portion	$	3,452,544	$	3,490,897

Schedule of Maturities of Long-term Debt

The Company’s debt and other obligations outstanding as of December 31, 2015 mature as shown below (in thousands):

2016	$	27,841
2017	27,841
2018	34,591
2019	23,791
2020	2,272,076
Thereafter	1,100,000
Total debt	3,486,140
Unamortized discounts	(7,117		)
Total debt, net of discounts	$	3,479,023

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

Estimated fair values and carrying amounts of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands):

	December 31, 2015				December 28, 2014
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Cost method investments	$	20,868	$	20,868	$	18,238	$	18,238
Convertible note receivable	$	—	$	—	$	2,000	$	2,000
Term Loan Facility	$	2,328,038	$	2,360,155	$	3,411,744	$	3,471,017
5.875% Senior Notes due 2022	$	1,108,250	$	1,100,000	$	—	$	—
Dreamcatcher Credit Facility	$	18,587	$	18,868	$	23,498	$	23,914

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Contracts Payable for Broadcast Rights (Tables)

12 Months Ended

Dec. 31, 2015

Contracts Payable For Broadcast Rights [Abstract]

Schedule of Future Obligations

Scheduled future obligations under contractual agreements for broadcast rights at December 31, 2015 are as follows (in thousands):

2016	$	236,676
2017	120,256
2018	97,038
2019	90,343
2020	58,341
Thereafter	19,129
Total	$	621,783

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

he Company’s future minimum lease payments under non-cancelable operating leases at December 31, 2015 were as follows (in thousands):

2016	$	29,302
2017	25,836
2018	20,615
2019	17,967
2020	17,227
Thereafter	68,972
Total	$	179,919

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of income taxes from continuing operations computed at the U.S. federal statutory rate of 35% to income tax expense from continuing operations reported in the Consolidated Statements of Operations (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
(Loss) Income from continuing operations before income taxes	$	(297,595	)	$	741,810		$	258,907		$	8,284,314
Federal income taxes (35% in 2015, 2014 and 2013)	(104,158		)	259,633			90,617			—
State and local income taxes, net of federal tax benefit	3,149			31,535			11,768			—
Domestic production activities deduction	(6,796		)	(7,910		)	(7,560		)	—
Non-deductible reorganization and acquisition costs	1,234			4,268			6,466			—
Non-deductible goodwill	133,350			—			—			—
Income tax settlements and other adjustments, net	(9,288		)	(1,801		)	(15,878		)	—
Tax rate change due to Publishing Spin-off	—			(10,810		)	—			—
Excess capital losses	—			—			6,944			—
Other, net	4,832			3,784			3,608			—
Income taxes on reorganization items	—			—			—			181,734
Income taxes attributable to fair value adjustments	—			—			—			888,455
Income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189
Effective tax rate	(7.5)%			37.6%			37.1%			12.9%

Schedule of Unrecognized Tax Benefits Roll Forward

The following summarizes the changes in the Company’s liability for unrecognized tax benefits during 2013, 2014 and 2015 (in thousands):

Liability at December 30, 2012	$	23,582
Gross increase as a result of tax positions related to a prior period	642
Gross increase as a result of tax positions related to the current period	7,009
Decreases related to settlements with taxing authorities	(9,689		)
Liability at December 29, 2013	$	21,544
Gross increase as a result of tax positions related to a prior period	913
Decrease related to statute of limitations expirations	(3,605		)
Liability at December 28, 2014	$	18,852
Gross increase as a result of tax positions related to a prior period	12,573
Gross increase as a result of tax positions related to the current period	3,841
Decrease related to statute of limitations expirations	(1,634		)
Liability at December 31, 2015	$	33,632

Schedule of Components of Income Tax Expense (Benefit)

Components of income tax expense from continuing operations were as follows (in thousands):

	Successor									Predecessor
	2015			2014			2013			December 31, 2012
Current:
U.S. federal	$	145,034		$	382,727		$	97,914		$	(7,246	)
State and local	17,364			77,179			20,308			1,047
Sub‑total	162,398			459,906			118,222			(6,199		)
Deferred:
U.S. federal	(119,813		)	(136,869		)	(18,727		)	918,604
State and local	(20,262		)	(44,338		)	(3,530		)	157,784
Sub‑total	(140,075		)	(181,207		)	(22,257		)	1,076,388
Total income tax expense from continuing operations	$	22,323		$	278,699		$	95,965		$	1,070,189

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands):

	December 31, 2015			December 28, 2014
Deferred tax assets:
Broadcast rights	$	86,451		$	71,407
Postretirement benefits other than pensions	3,933			5,570
Stock-based compensation and other employee benefits	17,721			13,447
Pensions	180,368			185,514
Other accrued liabilities	18,904			21,923
Other future deductible items	18,132			14,451
Net operating loss carryforwards	11,072			12,327
Accounts receivable	3,102			2,671
	339,683			327,310
Valuation allowance on net operating loss carryforwards	(2,909		)	(7,557		)
Total deferred tax assets	$	336,774		$	319,753
Deferred tax liabilities:
Net intangible assets	$	669,056		$	668,450
Investments	418,908			442,554
Deferred gain on partnership contributions	164,322			283,950
Net properties	61,304			49,122
Other	5,807			2,216
Total deferred tax liabilities	1,319,397			1,446,292
Net deferred tax liabilities	$	982,623		$	1,126,539

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Pension and Other Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Schedule of Defined Benefit Plans Disclosures

Summarized information for the Company’s defined benefit pension plans and other postretirement plans is provided below (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Change in benefit obligations:
Projected benefit obligations, beginning of year	$	2,124,373		$	1,794,470		$	14,005		$	62,072
Service cost	709			463			81			328
Interest cost	81,815			82,109			451			1,466
Plan amendments	—			—			(3,887		)	—
Impact of Medicare Reform Act	—			—			72			78
Actuarial (gain) loss	(114,431		)	353,374			726			(2,224		)
Benefits paid	(105,495		)	(106,043		)	(1,393		)	(3,821		)
Liability distributed in Publishing Spin-off	—			—			—			(43,894		)
Projected benefit obligations, end of year	1,986,971			2,124,373			10,055			14,005
Change in plans’ assets:
Fair value of plans’ assets, beginning of year	1,655,257			1,595,294			—			—
Actual return on plans’ assets	(19,113		)	155,456			—			—
Employer contributions	249			10,550			1,393			3,821
Benefits paid	(105,495		)	(106,043		)	(1,393		)	(3,821		)
Fair value of plans’ assets, end of year	1,530,898			1,655,257			—			—
Funded (under funded) status of the plans	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

Schedule of Amounts Recognized in Balance Sheet

Amounts recognized in the Company’s Consolidated Balance Sheets consisted of (in thousands):

	Pension Plans						Other Postretirement Plans
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Employee compensation and benefits	$	—		$	—		$	(1,409	)	$	(1,495	)
Pension obligations, net	(456,073		)	(469,116		)	—			—
Postretirement medical, life and other benefits	—			—			(8,646		)	(12,510		)
Net amount recognized	$	(456,073	)	$	(469,116	)	$	(10,055	)	$	(14,005	)

Schedule of Net Benefit Costs

The components of net periodic benefit cost for Company-sponsored plans were as follows (in thousands):

	Pension Plans												Other Postretirement Plans
	Successor									Predecessor			Successor								Predecessor
	2015			2014			2013			Dec. 31, 2012			2015			2014			2013		Dec. 31, 2012
Service cost	$	709		$	463		$	616		$	—		$	81		$	328		$	559	$	—
Interest cost	81,815			82,109			74,489			—			451			1,466			1,994		—
Expected return on plans’ assets	(111,690		)	(113,056		)	(109,885		)	—			—			—			—		—
Recognized actuarial (gain) loss	—			(159		)	—			—			25			(22		)	—		—
Amortization of prior service credits	—			—			—			—			(81		)	—			—		—
Net periodic benefit cost (credit)	$	(29,166	)	$	(30,643	)	$	(34,780	)	$	—		$	476		$	1,772		$	2,553	$	—
Adjustments to non-qualified pension plans (1)	$	—		$	—		$	—		$	(49,295	)	$	—		$	—		$	—	$	—

(1) On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

The amounts of net periodic benefit cost for Company-sponsored other post retirement plans applicable to continuing and discontinued operations were as follows (in thousands):

	Other Postretirement Plans
	2015		2014		2013
Continuing operations	$	476	$	605	$	556
Discontinued operations	—		1,167		1,997
Net periodic benefit cost	$	476	$	1,772	$	2,553

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss)

Amounts included in the accumulated other comprehensive (loss) income component of shareholder’s equity (deficit) for Company-sponsored plans were as follows (in thousands):

	Pension Plans						Other Postretirement Plans						Total
	December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014			December 31, 2015			December 28, 2014
Unrecognized net actuarial losses, net of tax	$	(59,217	)	$	(49,262	)	$	(488	)	$	(61	)	$	(59,705	)	$	(49,323	)
Unrecognized prior service credits, net of tax	—			—			2,314			—			2,314			—
Total	$	(59,217	)	$	(49,262	)	$	1,826		$	(61	)	$	(57,391	)	$	(49,323	)

Schedule of Assumptions Used

Assumptions—Weighted average assumptions used each year in accounting for pension benefits and other postretirement benefits were as follows:

	Pension Plans				Other Postretirement Plans
	2015		2014		2015		2014
Discount rate for expense through Publishing Spin-Off (1)	N/A		4.70	%	N/A		3.95	%
Discount rate for expense following Publishing Spin-Off (1)	3.95	%	4.70	%	3.30	%	3.35	%
Discount rate for obligations	4.30	%	3.95	%	3.45	%	3.30	%
Increase in future salary levels for expense	3.50	%	3.50	%	—		—
Increase in future salary levels for obligations	3.50	%	3.50	%	—		—
Long-term rate of return on plans’ assets for expense	7.25	%	7.50	%	—		—

(1) In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off.

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. As of December 31, 2015, a 1% change in assumed health care cost trend rates would have the following effects (in thousands):

	1% Increase		1% Decrease
Service cost and interest cost	$	25	$	(22	)
Projected benefit obligation	$	283	$	(257	)

Schedule of Actual and Target Allocations [Table Text Block]

The actual allocations for the pension assets at December 31, 2015 and December 28, 2014 and target allocations by asset class were as follows:

	Percentage of Plan Assets
	Actual Allocations				Target Allocations
Asset category:	2015		2014		2015		2014
Equity securities	51.5	%	51.9	%	50.0	%	50.0	%
Fixed income securities	41.6	%	41.4	%	45.0	%	45.0	%
Cash and other short-term investments	1.1	%	1.8	%	—		—
Other alternative investments	5.8	%	4.9	%	5.0	%	5.0	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

Schedule of Allocation of Plan Assets

The following tables set forth, by asset category, the Company’s pension plan assets as of December 31, 2015 and December 28, 2014, using the fair value hierarchy established under ASC Topic 820 and described in Note 11 (in thousands):

	Pension Plan Assets as of December 31, 2015
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	585,719	$	—	$	—	$	585,719
Common/collective trusts	—		114,471		—		114,471
103-12 investment entity	—		159,975		—		159,975
International equity limited partnership	—		38,857		—		38,857
Fixed income:
U.S. government securities	—		167,969		—		167,969
Corporate bonds	—		246,739		—		246,739
Mortgage-backed and asset-backed securities	—		29,473		—		29,473
Other	—		26,582		—		26,582
Pooled separate account	—		18,221		—		18,221
Loan fund limited partnership	—		29,852		—		29,852
Real estate	—		—		86,909		86,909
Private equity limited partnerships	—		—		456		456
Venture capital limited partnerships	—		—		1,469		1,469
Total pension plan assets measured at fair value	$	585,719	$	832,139	$	88,834	1,506,692
Pension plan assets measured at contract value:
Insurance contracts							24,206
Total pension plan assets							$	1,530,898

	Pension Plan Assets as of December 28, 2014
	Level 1		Level 2		Level 3		Total
Pension plan assets measured at fair value:
Registered investment companies	$	675,548	$	—	$	—	$	675,548
Common/collective trusts	—		127,805		—		127,805
103-12 investment entity	—		164,168		—		164,168
International equity limited partnership	—		46,539		—		46,539
Fixed income:
U.S. government securities	—		174,201		—		174,201
Corporate bonds	—		246,737		—		246,737
Mortgage-backed and asset-backed securities	—		33,828		—		33,828
Other	—		30,578		—		30,578
Pooled separate account	—		19,669		—		19,669
Loan fund limited partnership	—		31,044		—		31,044
Real estate	—		—		77,731		77,731
Private equity limited partnerships	—		—		1,461		1,461
Venture capital limited partnerships	—		—		2,015		2,015
Total pension plan assets measured at fair value	$	675,548	$	874,569	$	81,207	1,631,324
Pension plan assets measured at contract value:
Insurance contracts							23,933
Total pension plan assets							$	1,655,257

Schedule of Changes in Fair Value of Plan Assets

The following tables set forth a summary of changes in the fair value of the Company’s pension plan Level 3 assets for the years ended December 31, 2015 and December 28, 2014 (in thousands):

	2015
	Real Estate			Private Equity  Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	77,731		$	1,461		$	2,015
Realized net gains	2,032			46			—
Unrealized net gains (losses)	8,580			(19		)	(521		)
Transfers out of Level 3 investments	(588		)	(46		)	—
Purchases	1,371			—			—
Sales	(2,217		)	(986		)	(25		)
Balance, end of year	$	86,909		$	456		$	1,469

	2014
	Real Estate			Private Equity  Limited Partnerships			Venture Capital Limited Partnerships
Balance, beginning of year	$	71,580		$	2,389		$	2,150
Realized net gains (losses)	4,003			1			—
Unrealized net gains	5,551			(680		)	(56		)
Transfers out of Level 3 investments	(2,447		)	(1		)	—
Purchases	1,212			—			—
Sales	(2,168		)	(248		)	(79		)
Balance, end of year	$	77,731		$	1,461		$	2,015

Schedule of Expected Benefit Payments

Benefit payments expected to be paid under the Company’s qualified pension plans and other postretirement benefit plans are summarized below (in thousands). The benefit payments reflect expected future service, as appropriate.

	Qualified Pension Plan Benefits		Other Postretirement Benefits
2016	$	114,523	$	1,409
2017	$	116,909	$	1,293
2018	$	119,720	$	1,157
2019	$	121,530	$	1,048
2020	$	123,001	$	942
Thereafter	$	627,912	$	3,460

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Capital Stock Dividends (Tables)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Dividends Declared [Table Text Block]

The Board declared quarterly cash dividends per share on Common Stock to holders of record of Common Stock and Warrants as follows (in thousands, except per share data):

	2015
	Per Share		Total Amount
Second quarter	$	0.25	$	24,100
Third quarter	0.25		23,620
Fourth quarter	0.25		23,555
Total quarterly cash dividends declared and paid	$	0.75	$	71,275

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Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The following table provides the weighted-average assumptions used to determine the fair value of NSO awards granted during 2015 and 2014:

	2015		2014
Risk-free interest rate	1.71	%	1.95	%
Expected dividend yield (1)	0.17	%	0.00	%
Expected stock price volatility	44.47	%	54.05	%
Expected life (in years)	6.25		6.24

(1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations.

Schedule of Share-based Compensation, Stock Options, Activity

A summary of activity, weighted average exercise prices and weighted average fair values related to the NSOs is as follows (shares in thousands). For NSOs granted prior to the Publishing Spin-off, the weighted-average exercise prices and fair values in the table below reflect the historical values without giving effect to the Publishing Spin-off, unless otherwise specified. As noted above, on August 4, 2014, an adjustment was made to convert the exercises prices for options outstanding as of the date of the Publishing Spin-off. For NSOs granted prior to the Ex-dividend Date, the weighted-average exercise prices reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to convert the number of outstanding options and the exercise prices to preserve the fair value of the awards.

	Shares		Weighted Avg. Exercise Price		Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)	Aggregate Intrinsic Value (In thousands)
Outstanding, December 31, 2012	—		$	—	$	—	—	$	—
Granted	375		57.27		27.97
Forfeited	(23	)	56.60		27.53
Outstanding, December 29, 2013	352		$	57.32	$	28.00	9.4	$	7,134
Granted	770		79.59		42.24
Exercised	(25	)	56.93		27.79
Cancelled	(4	)	56.73		27.82
Forfeited	(84	)	66.60		34.21
Adjustments due to the Publishing Spin-off (1)	(34	)	*		*
Outstanding, December 28, 2014 (2)	975		$	70.90	$	37.15	9.0	$	1,164

	Shares		Weighted Avg. Exercise Price		Weighted Avg. Fair Value		Weighted Avg. Remaining Contractual Term (in years)	Aggregate Intrinsic Value (In thousands)
Outstanding, December 28, 2014 (2)	975		$	70.90	$	37.15	9.0	$	1,164
Granted	449		57.91		25.81
Exercised	(3	)	49.40		23.86
Cancelled	(31	)	64.01		33.63
Forfeited	(160	)	60.20		29.88
Adjustment due to the Special Cash Dividend	145		*		*
Outstanding, December 31, 2015 (2)	1,375		$	60.62	$	30.47	8.3	$	—
Vested and exercisable, December 31, 2015 (2)	287		$	61.68	$	32.02	7.6	$	—

* Not meaningful

(1) As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off.

(2) The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively.

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

A summary of activity and weighted average fair values related to the RSUs is as follows (shares in thousands):

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012	—		$	—
Granted	422		57.64
Forfeited	(20	)	56.60
Outstanding, December 29, 2013	402		$	57.69	3.1
Granted	521		78.58
Vested	(149	)	63.70
Forfeited	(86	)	68.10
Adjustments due to the Publishing Spin-off (1)	(55	)	*
Outstanding and nonvested, December 28, 2014	633		$	68.76	2.7

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding and nonvested, December 28, 2014	633		$	68.76	2.7
Granted	457		57.18
Dividend equivalent units granted	16		41.71
Vested	(203	)	66.65
Forfeited	(151	)	58.80
Dividend equivalent units forfeited	(1	)	44.26
Adjustment due to the Special Cash Dividend	89		*
Outstanding and nonvested, December 31, 2015 (2)(3)	840		$	58.39	2.3

* Not meaningful

(1) As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees.

(2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a fouryear period. The fair value of these RSUs at December 31, 2015 was not material.

(3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend

Schedule of Share-based Compensation, Restricted Stock Award And Unrestricted Stock Award Activity

A summary of activity and weighted average fair values related to the restricted and unrestricted stock awards is as follows (shares in thousands):

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding, December 31, 2012	—		$	—
Granted	38		57.50
Vested	(4	)	56.90
Outstanding, December 29, 2013	34		$	57.58	2.0
Granted	6		77.40
Vested	(23	)	63.74
Outstanding and nonvested, December 28, 2014	17		$	56.80	1.0
Granted	12		60.07
Vested	(27	)	58.24
Forfeited	(2	)	56.80
Outstanding and nonvested, December 31, 2015	—		$	—	0.0

Schedule of Nonvested Performance-based Units Activity

A summary of activity and weighted average fair values related to the PSUs is as follows (shares in thousands). For PSUs granted prior to the Ex-dividend Date, the weighted-average fair values reflect the historical values without giving effect to the Special Cash Dividend. As noted above, as of the Ex-dividend Date, an adjustment was made to increase the number of outstanding PSUs to preserve the fair value of the awards.

	Shares		Weighted Avg.  Fair Value		Weighted Avg. Remaining Contractual Term (in years)
Outstanding December 29, 2013	—		$	—	—
Granted	55		79.16
Forfeited	(11	)	75.92
Adjustment due to the Publishing Spin-off (1)	(1	)	*
Outstanding and nonvested, December 28, 2014	43		$	74.35	1.3
Granted (2)	66		68.10
Dividend equivalent units granted	3		41.86
Forfeited	(17	)	64.89
Adjustment due to Special Cash Dividend (2)	12		*
Outstanding and nonvested, December 31, 2015 (2)(3)	107		$	65.50	0.6

* Not meaningful

(1) As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees.

(2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above.

(3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

Schedule of Unrecognized Compensation Cost, Nonvested Awards

As of December 31, 2015, the Company had not yet recognized compensation cost on nonvested awards as follows (in thousands):

	Unrecognized Compensation Cost		Weighted Average Remaining Recognition Period (in years)
Nonvested awards	$	58,686	2.3

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The calculation of basic and diluted EPS is presented below (in thousands, except for per share data):

	2015			2014		2013
EPS numerator:
(Loss) income from continuing operations, as reported	$	(319,918	)	$	463,111	$	162,942
Less: Dividends distributed to Warrants	325			—		—
Less: Undistributed earnings allocated to Warrants	—			15,562		19,497
(Loss) income from continuing operations attributable to common shareholders for basic EPS	$	(320,243	)	$	447,549	$	143,445
Add: Undistributed earnings allocated to dilutive securities (1)	—			38		33
(Loss) income from continuing operations attributable to common shareholders for diluted EPS	$	(320,243	)	$	447,587	$	143,478
Income from discontinued operations, as reported	$	—		$	13,552	$	78,613
Less: Undistributed earnings allocated to Warrants	—			502		9,406
Income from discontinued operations attributable to common shareholders for basic and diluted EPS (1)	$	—		$	13,050	$	69,207
Net (loss) income attributable to common shareholders for basic EPS	$	(320,243	)	$	460,599	$	212,652
Net (loss) income attributable to common shareholders for diluted EPS	$	(320,243	)	$	460,637	$	212,685
EPS denominator:
Weighted average shares outstanding - basic	94,686			96,689		88,037
Impact of dilutive securities (1)	—			234		114
Weighted average shares outstanding - diluted	94,686			96,923		88,151

	2015			2014		2013
Basic (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.63	$	1.63
Discontinued Operations	—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.76	$	2.42
Diluted (Loss) Earnings Per Common Share from:
Continuing Operations	$	(3.38	)	$	4.62	$	1.62
Discontinued Operations	—			0.13		0.79
Net (loss) income attributable to common shareholders	$	(3.38	)	$	4.75	$	2.41

(1) The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations.

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Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the activity for each component of accumulated other comprehensive (loss) income (in thousands):

	Unrecognized Benefit Plan Gains and Losses			Foreign Currency Translation Adjustments (2)			Unrecognized Gain on Marketable Securities			Total
Balance at December 30, 2012 (Predecessor)	$	(905,314	)	$	(2,810	)	$	—		$	(908,124	)
Fresh-start reporting adjustments to eliminate Predecessor's accumulated other comprehensive income (loss), net of taxes of $163,183 and $(543), respectively (1)	905,314			2,810			—			908,124
Balance at December 31, 2012 (Successor)	—			—			—			—
Other comprehensive income	140,590			95			—			140,685
Balance at December 29, 2013 (Successor)	140,590			95			—			140,685
Distributed in Publishing Spin-off	(2,083		)	(7		)	—			(2,090		)
Other comprehensive (loss) income	(187,830		)	(2,753		)	5,447			(185,136		)
Balance at December 28, 2014 (Successor)	(49,323		)	(2,665		)	5,447			(46,541		)
Other comprehensive loss	(8,068		)	(13,099		)	(3,308		)	(24,475		)
Balance at December 31, 2015 (Successor)	$	(57,391	)	$	(15,764	)	$	2,139		$	(71,016	)

(1) As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans.

(2) The changes included a loss of $2 million in each of 2015 and 2014, net of taxes, and an immaterial impact for 2013, related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments.

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Business Segments (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table summarizes business segment financial data for the fiscal years ended December 31, 2015, December 28, 2014 and December 29, 2013 (in thousands):

	2015			2014			2013
Operating Revenues from Continuing Operations (1)
Television and Entertainment	$	1,749,635		$	1,725,641		$	1,021,586
Digital and Data	211,527			168,926			72,055
Corporate and Other	49,298			54,792			53,599
Total operating revenues	$	2,010,460		$	1,949,359		$	1,147,240
Operating (Loss) Profit from Continuing Operations (1)(2)
Television and Entertainment	$	(174,955	)	$	337,431		$	196,899
Digital and Data	8,409			2,899			15,538
Corporate and Other	(96,143		)	(39,148		)	(13,397		)
Total operating (loss) profit	$	(262,689	)	$	301,182		$	199,040
Depreciation from Continuing Operations (3)
Television and Entertainment	$	48,434		$	50,262		$	29,947
Digital and Data	9,738			7,744			2,576
Corporate and Other	16,117			12,181			8,664
Total depreciation	$	74,289		$	70,187		$	41,187
Amortization from Continuing Operations (3)
Television and Entertainment	$	165,936		$	197,054		$	105,526
Digital and Data	29,294			21,233			9,191
Total amortization	$	195,230		$	218,287		$	114,717
Capital Expenditures
Television and Entertainment	$	33,173		$	34,149		$	18,813
Digital and Data	23,626			13,102			2,993
Corporate and Other	32,285			35,892			33,205
Discontinued Operations	—			6,295			15,858
Total capital expenditures	$	89,084		$	89,438		$	70,869
Assets
Television and Entertainment	$	7,748,153		$	8,234,456
Digital and Data (4)	725,151			644,985
Corporate and Other (5)	1,078,809			2,511,369
Assets held for sale (6)	206,422			5,645
Total assets	$	9,758,535		$	11,396,455

(1) See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

(2) Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

(3) Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively.

(4) At December 31, 2015 and December 28, 2014, Digital and Data total assets included $3 million and $4 million, respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments.

(5) As of December 31, 2015 and December 28, 2014, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder.

(6) See Note 7 for information regarding assets held for sale.

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Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	2015
	Quarters												2015 Total
	First			Second			Third			Fourth
Operating Revenues
Television and Entertainment	$	410,300		$	445,622		$	429,700		$	464,013		$	1,749,635
Digital and Data	50,202			43,625			46,561			71,139			211,527
Other	12,235			12,277			12,333			12,453			49,298
Total operating revenues	$	472,737		$	501,524		$	488,594		$	547,605		$	2,010,460
Operating Profit (Loss)
Television and Entertainment	$	79,348		$	47,088		$	64,061		$	(365,452	)	$	(174,955	)
Digital and Data	3,734			(4,150		)	(6,207		)	15,032			8,409
Corporate and Other	(22,147		)	(23,154		)	(19,046		)	(31,796		)	(96,143		)
Total operating profit (loss)	60,935			19,784			38,808			(382,216		)	(262,689		)
Income on equity investments, net	36,934			45,913			36,987			27,125			146,959
Interest and dividend income	367			43			162			257			829
Interest expense	(39,212		)	(40,374		)	(42,529		)	(42,315		)	(164,430		)
Loss on extinguishment of debt	—			(37,040		)	—			—			(37,040		)
Gain on investment transactions, net (1)	687			8,133			3,250			103			12,173
Other non-operating gain (loss), net (1)	—			211			2,306			5,623			8,140
Reorganization items, net (2)	(992		)	(628		)	188			(105		)	(1,537		)
Income (Loss) from Continuing Operations Before Income Taxes	58,719			(3,958		)	39,172			(391,528		)	(297,595		)
Income tax expense	22,302			(693		)	11,314			(10,600		)	22,323
Net Income (Loss)	$	36,417		$	(3,265	)	$	27,858		$	(380,928	)	$	(319,918	)
Basic Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)
Diluted Earnings (Loss) Per Common Share from:
Net income (loss) attributable to common shareholders	$	0.37		$	(0.04	)	$	0.29		$	(4.07	)	$	(3.38	)

	2014
	Quarters												2014 Total
	First			Second			Third			Fourth
Operating Revenues
Television and Entertainment	$	400,201		$	426,961		$	418,294		$	480,185		$	1,725,641
Digital and Data	31,485			33,807			43,434			60,200			168,926
Other	14,416			14,211			13,130			13,035			54,792
Total operating revenues	$	446,102		$	474,979		$	474,858		$	553,420		$	1,949,359
Operating Profit (Loss)
Television and Entertainment	$	64,697		$	52,414		$	74,294		$	146,026		$	337,431
Digital and Data	(2,086		)	(8,910		)	(396		)	14,291			2,899
Corporate and Other	(12,351		)	(11,311		)	(18,613		)	3,127			(39,148		)
Total operating profit (loss)	50,260			32,193			55,285			163,444			301,182
Income on equity investments, net	38,263			118,953			40,559			38,938			236,713
Interest and dividend income	171			147			363			687			1,368
Interest expense	(40,519		)	(39,146		)	(39,150		)	(39,051		)	(157,866		)
Gain on investment transactions, net (1)	—			700			2			371,783			372,485
Other non-operating gain (loss), net (1)	157			(1,295		)	68			(3,734		)	(4,804		)
Reorganization items, net (2)	(2,216		)	(2,165		)	(1,594		)	(1,293		)	(7,268		)
Income from Continuing Operations Before Income Taxes	46,116			109,387			55,533			530,774			741,810
Income tax expense	17,649			42,305			2,647			216,098			278,699
Income from Continuing Operations	28,467			67,082			52,886			314,676			463,111
Income (loss) from Discontinued Operations, net of taxes	12,601			15,840			(14,889		)	—			13,552
Net Income	$	41,068		$	82,922		$	37,997		$	314,676		$	476,663
Basic Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.15		$	4.63
Discontinued Operations	0.13			0.16			(0.15		)	—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.15		$	4.76
Diluted Earnings Per Common Share from:
Continuing Operations	$	0.28		$	0.67		$	0.53		$	3.14		$	4.62
Discontinued Operations	0.13			0.16			(0.15		)	—			0.13
Net income attributable to common shareholders	$	0.41		$	0.83		$	0.38		$	3.14		$	4.75

(1) See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

(2) See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

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Condensed Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Statements of Operations and Comprehensive (Loss) Income

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,975,463		$	53,834		$	(18,837	)	$	2,010,460
Programming and direct operating expenses	—			960,385			23,264			(12,619		)	971,030
Selling, general and administrative	97,093			529,400			27,325			(6,218		)	647,600
Depreciation and amortization	7,465			243,303			18,751			—			269,519
Impairment of goodwill and other intangible assets	—			385,000			—			—			385,000
Total Operating Expenses	104,558			2,118,088			69,340			(18,837		)	2,273,149
Operating Loss	(104,558		)	(142,625		)	(15,506		)	—			(262,689		)
(Loss) income on equity investments, net	(240		)	147,199			—			—			146,959
Interest and dividend income	510			208			111			—			829
Interest expense	(163,336		)	(7		)	(1,087		)	—			(164,430		)
Loss on extinguishment of debt	(37,040		)	—			—			—			(37,040		)
Gain on investment transactions, net	791			8,132			3,250			—			12,173
Other non-operating items	7,880			(1,277		)	—			—			6,603
Intercompany interest income (expense)	1,755			(1,755		)	—			—			—
Intercompany income (charges)	100,260			(99,904		)	(356		)	—			—
(Loss) Income Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(193,978		)	(90,029		)	(13,588		)	—			(297,595		)
Income tax (benefit) expense	(74,417		)	101,493			(4,753		)	—			22,323
(Deficit) equity in earnings of consolidated subsidiaries, net of taxes	(200,357		)	(5,446		)	—			205,803			—
Net (Loss) Income	$	(319,918	)	$	(196,968	)	$	(8,835	)	$	205,803		$	(319,918	)
Comprehensive (Loss) Income	$	(344,393	)	$	(201,018	)	$	(19,003	)	$	220,021		$	(344,393	)

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,935,338		$	30,140		$	(16,119	)	$	1,949,359
Programming and direct operating expenses	—			768,397			13,676			(6,644		)	775,429
Selling, general and administrative	73,685			502,134			17,930			(9,475		)	584,274
Depreciation and amortization	2,162			271,953			14,359			—			288,474
Total Operating Expenses	75,847			1,542,484			45,965			(16,119		)	1,648,177
Operating (Loss) Profit	(75,847		)	392,854			(15,825		)	—			301,182
Income on equity investments, net	—			236,713			—			—			236,713
Interest and dividend income	961			250			157			—			1,368
Interest expense	(155,227		)	(1,442		)	(1,197		)	—			(157,866		)
Gain on investment transaction, net	—			372,485			—			—			372,485
Other non-operating items	(8,563		)	(3,537		)	28			—			(12,072		)
Intercompany interest income (expense)	1,760			(1,760		)	—			—			—
Intercompany income (charges)	80,851			(81,328		)	477			—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(156,065		)	914,235			(16,360		)	—			741,810
Income tax (benefit) expense	(55,573		)	342,659			(8,387		)	—			278,699
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	577,155			(6,653		)	—			(570,502		)	—
Income (Loss) from Continuing Operations	476,663			564,923			(7,973		)	(570,502		)	463,111
Income from Discontinued Operations, net of taxes	—			—			13,552			—			13,552
Net Income (Loss)	$	476,663		$	564,923		$	5,579		$	(570,502	)	$	476,663
Comprehensive Income (Loss)	$	291,527		$	562,558		$	5,191		$	(567,749	)	$	291,527

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND

COMPREHENSIVE (LOSS) INCOME

YEAR ENDED DECEMBER 29, 2013
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Tribune Media Company Consolidated
Operating Revenues	$	—		$	1,140,243		$	7,236	$	(239	)	$	1,147,240
Programming and direct operating expenses	—			478,022			2,127		—			480,149
Selling, general and administrative	38,501			271,186			2,699		(239		)	312,147
Depreciation and amortization	427			154,122			1,355		—			155,904
Total Operating Expenses	38,928			903,330			6,181		(239		)	948,200
Operating (Loss) Profit	(38,928		)	236,913			1,055		—			199,040
Income on equity investments, net	—			145,241			—		—			145,241
Interest and dividend income	410			2			1		—			413
Interest expense	(38,655		)	(479		)	—		—			(39,134		)
Gain on investment transaction, net	—			150			—		—			150
Other non-operating items	(51,570		)	1,226			3,541		—			(46,803		)
Intercompany income (charges)	20,814			(21,594		)	780		—			—
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(107,929		)	361,459			5,377		—			258,907
Income tax (benefit) expense	(35,306		)	128,035			3,236		—			95,965
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes	314,178			(531		)	—		(313,647		)	—
Income (Loss) from Continuing Operations	241,555			232,893			2,141		(313,647		)	162,942
Income from Discontinued Operations, net of taxes	—			—			78,613		—			78,613
Net Income (Loss)	$	241,555		$	232,893		$	80,754	$	(313,647	)	$	241,555
Comprehensive Income (Loss)	$	382,240		$	232,935		$	80,497	$	(313,432	)	$	382,240

Condensed Consolidating Balance Sheets

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	235,508		$	13,054		$	14,082		$	—		$	262,644
Restricted cash and cash equivalents	17,595			—			—			—			17,595
Accounts receivable, net	672			452,722			13,234			—			466,628
Broadcast rights	—			157,538			2,702			—			160,240
Income taxes receivable	—			42,816			22			—			42,838
Prepaid expenses	16,747			44,817			1,773			—			63,337
Other	4,494			3,818			351			—			8,663
Total current assets	275,016			714,765			32,164			—			1,021,945
Properties
Property, plant and equipment	47,909			662,094			108,655			—			818,658
Accumulated depreciation	(10,607		)	(144,089		)	(6,105		)	—			(160,801		)
Net properties	37,302			518,005			102,550			—			657,857
Investments in subsidiaries	10,374,921			104,432			—			(10,479,353		)	—
Other Assets
Broadcast rights	—			203,376			46			—			203,422
Goodwill	—			3,508,718			53,094			—			3,561,812
Other intangible assets, net	—			2,091,010			149,189			—			2,240,199
Assets held for sale	—			206,422			—			—			206,422
Investments	18,276			1,659,029			15,395			—			1,692,700
Intercompany receivables	1,560,781			4,265,957			331,873			(6,158,611		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	239,046			117,124			5,310			(187,302		)	174,178
Total other assets	1,845,103			12,051,636			554,907			(6,372,913		)	8,078,733
Total Assets	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	29,587		$	24,153		$	6,654		$	—		$	60,394
Debt due within one year	22,443			—			4,036			—			26,479
Income taxes payable	—			2,700			758			—			3,458
Contracts payable for broadcast rights	—			233,660			3,016			—			236,676
Deferred revenue	—			39,654			5,067			—			44,721
Interest payable	33,826			—			2			—			33,828
Other	44,615			91,384			5,862			—			141,861
Total current liabilities	130,471			391,551			25,395			—			547,417
Non-Current Liabilities
Long-term debt	3,437,713			—			14,831			—			3,452,544
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			994,083			177,251			(187,302		)	984,032
Contracts payable for broadcast rights	—			385,052			55			—			385,107
Contract intangible liability, net	—			13,772			—			—			13,772
Intercompany payables	4,652,289			1,397,981			108,341			(6,158,611		)	—
Other	485,671			55,779			2,491			—			543,941
Total non-current liabilities	8,575,673			2,873,667			302,969			(6,372,913		)	5,379,396
Total liabilities	8,706,144			3,265,218			328,364			(6,372,913		)	5,926,813
Shareholders’ Equity (Deficit)
Common Stock	100			—			—			—			100
Treasury Stock	(400,153		)	—			—			—			(400,153		)
Additional paid-in-capital	4,619,618			9,529,071			288,814			(9,817,885		)	4,619,618
Retained (deficit) earnings	(322,351		)	600,853			77,498			(678,351		)	(322,351		)
Accumulated other comprehensive (loss) income	(71,016		)	(6,304		)	(10,579		)	16,883			(71,016		)
Total Tribune Media Company shareholders’ equity (deficit)	3,826,198			10,123,620			355,733			(10,479,353		)	3,826,198
Noncontrolling interests	—			—			5,524			—			5,524
Total shareholders’ equity (deficit)	3,826,198			10,123,620			361,257			(10,479,353		)	3,831,722
Total Liabilities and Shareholders’ Equity (Deficit)	$	12,532,342		$	13,388,838		$	689,621		$	(16,852,266	)	$	9,758,535

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Assets
Current Assets
Cash and cash equivalents	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183
Restricted cash and cash equivalents	17,600			—			—			—			17,600
Accounts receivable, net	7,073			426,574			7,075			—			440,722
Broadcast rights	—			144,619			2,804			—			147,423
Income taxes receivable	—			4,891			1,521			(1,481		)	4,931
Deferred income taxes	8,546			21,096			33			—			29,675
Prepaid expenses	15,593			9,435			1,272			—			26,300
Other	4,048			34,869			72			—			38,989
Total current assets	1,486,248			653,688			22,368			(1,481		)	2,160,823
Properties
Property, plant and equipment	24,699			830,942			97,797			—			953,438
Accumulated depreciation	(3,636		)	(95,692		)	(3,513		)	—			(102,841		)
Net properties	21,063			735,250			94,284			—			850,597
Investments in subsidiaries	10,512,753			87,963			—			(10,600,716		)	—
Other Assets
Broadcast rights	—			156,949			65			—			157,014
Goodwill	—			3,889,609			28,527			—			3,918,136
Other intangible assets, net	—			2,270,955			126,839			—			2,397,794
Assets held for sale	—			5,645			—			—			5,645
Investments	8,958			1,695,289			12,945			—			1,717,192
Intercompany receivables	979,345			3,578,837			477,242			(5,035,424		)	—
Intercompany loan receivable	27,000			—			—			(27,000		)	—
Other	261,229			108,936			7,625			(188,536		)	189,254
Total other assets	1,276,532			11,706,220			653,243			(5,250,960		)	8,385,035
Total Assets	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Liabilities and Shareholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	36,123		$	39,680		$	1,492		$	—		$	77,295
Debt due within one year	—			54			4,034			—			4,088
Income taxes payable	—			254,051			—			(1,481		)	252,570
Contracts payable for broadcast rights	—			172,133			6,552			—			178,685
Deferred revenue	—			30,442			3,910			—			34,352
Interest payable	12,155			—			83			—			12,238
Other	47,288			68,067			9,597			—			124,952
Total current liabilities	95,566			564,427			25,668			(1,481		)	684,180
Non-Current Liabilities
Long-term debt	3,471,017			—			19,880			—			3,490,897
Intercompany loan payable	—			27,000			—			(27,000		)	—
Deferred income taxes	—			1,050,751			293,999			(188,536		)	1,156,214
Contracts payable for broadcast rights	—			279,662			157			—			279,819
Contract intangible liability, net	—			34,425			—			—			34,425
Intercompany payables	4,022,344			887,352			125,728			(5,035,424		)	—
Other	512,238			39,679			3,572			—			555,489
Total non-current liabilities	8,005,599			2,318,869			443,336			(5,250,960		)	5,516,844
Total liabilities	8,101,165			2,883,296			469,004			(5,252,441		)	6,201,024
Shareholders’ Equity (Deficit)
Common Stock	98			—			—			—			98
Treasury Stock	(67,814		)	—			—			—			(67,814		)
Additional paid-in-capital	4,591,470			9,504,260			215,621			(9,719,881		)	4,591,470
Retained earnings (deficit)	718,218			797,819			85,680			(883,499		)	718,218
Accumulated other comprehensive (loss) income	(46,541		)	(2,254		)	(410		)	2,664			(46,541		)
Total shareholders’ equity (deficit)	5,195,431			10,299,825			300,891			(10,600,716		)	5,195,431
Total Liabilities and Shareholders’ Equity (Deficit)	$	13,296,596		$	13,183,121		$	769,895		$	(15,853,157	)	$	11,396,455

Condensed Consolidating Statement of Cash Flows

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(47,422	)	$	190,327		$	(116,961	)	$	—	$	25,944
Investing Activities
Capital expenditures	(20,775		)	(64,318		)	(3,991		)	—		(89,084		)
Acquisitions, net of cash acquired	—			(5,109		)	(69,850		)	—		(74,959		)
Transfers from restricted cash	—			1,112			—			—		1,112
Investments	(15,000		)	(542		)	(7,500		)	—		(23,042		)
Distributions from equity investments	—			10,328			—			—		10,328
Proceeds from sales of investments	103			36,579			8,300			—		44,982
Proceeds from sales of real estate	—			4,930			—			—		4,930
Net cash used in investing activities	(35,672		)	(17,020		)	(73,041		)	—		(125,733		)
Financing Activities
Long-term borrowings	1,100,000			—			—			—		1,100,000
Repayments of long-term debt	(1,110,159		)	(54		)	(4,049		)	—		(1,114,262		)
Long-term debt issuance costs	(20,202		)	—			—			—		(20,202		)
Payment of dividends	(719,919		)	—			—			—		(719,919		)
Settlements of contingent consideration, net	—			4,088			(2,914		)	—		1,174
Common stock repurchases	(339,942		)	—			—			—		(339,942		)
Change in excess tax benefits from stock-based awards	(868		)	—			—			—		(868		)
Tax withholdings related to net share settlements of share-based awards	(4,421		)	—			—			—		(4,421		)
Proceeds from stock option exercises	166			—			—			—		166
Contributions from noncontrolling interests	—			—			5,524			—		5,524
Change in intercompany receivables and payables	(19,441		)	(176,491		)	195,932			—		—
Net cash (used in) provided by financing activities	(1,114,786		)	(172,457		)	194,493			—		(1,092,750		)
Net (Decrease) Increase in Cash and Cash Equivalents	(1,197,880		)	850			4,491			—		(1,192,539		)
Cash and cash equivalents, beginning of year	1,433,388			12,204			9,591			—		1,455,183
Cash and cash equivalents, end of year	$	235,508		$	13,054		$	14,082		$	—	$	262,644

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 28, 2014
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash provided by (used in) operating activities	$	144,792		$	399,228		$	87,998		$	(253,563	)	$	378,455
Investing Activities
Capital expenditures	(33,485		)	(48,793		)	(7,160		)	—			(89,438		)
Acquisitions, net of cash acquired	(157,814		)	(68,537		)	(53,482		)	—			(279,833		)
Decrease in restricted cash related to acquisition of Local TV	—			201,922			—			—			201,922
Transfers to restricted cash	—			(1,109		)	—			—			(1,109		)
Investments	—			(830		)	(1,500		)	—			(2,330		)
Distributions from equity investments	—			180,521			—			—			180,521
Intercompany dividends	21,437			—			—			(21,437		)	—
Proceeds from sales of investments	103			659,292			—			—			659,395
Proceeds from sales of real estate	—			49,870			—			—			49,870
Net cash (used in) provided by investing activities	(169,759		)	972,336			(62,142		)	(21,437		)	718,998
Financing Activities
Long-term borrowings related to Publishing Spin-off	—			—			346,500			—			346,500
Repayments of long-term debt	(293,865		)	(2,383		)	(3,037		)	—			(299,285		)
Repayment of Senior Toggle Notes	—			(172,237		)	—			—			(172,237		)
Long-term debt issuance costs related to Publishing Spin-off	—			—			(10,179		)	—			(10,179		)
Common stock repurchases	(60,211		)	—			—			—			(60,211		)
Cash and restricted cash distributed to Tribune Publishing	—			—			(86,530		)	—			(86,530		)
Change in excess tax benefits from stock-based awards	868			—			—			—			868
Tax withholdings related to net share settlements of share-based awards	(3,201		)	—			—			—			(3,201		)
Proceeds from stock option exercises	1,308			—			—			—			1,308
Intercompany dividends	—			—			(275,000		)	275,000			—
Change in intercompany receivables and payables	1,258,014			(1,256,528		)	(1,486		)	—			—
Net cash provided by (used in) financing activities	902,913			(1,431,148		)	(29,732		)	275,000			(282,967		)
Net Increase (Decrease) in Cash and Cash Equivalents	877,946			(59,584		)	(3,876		)	—			814,486
Cash and cash equivalents, beginning of year	555,442			71,788			13,467			—			640,697
Cash and cash equivalents, end of year	$	1,433,388		$	12,204		$	9,591		$	—		$	1,455,183

TRIBUNE MEDIA COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 29, 2013
(In thousands of dollars)

	Parent (Tribune Media Company)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Tribune Media Company Consolidated
Net cash (used in) provided by operating activities	$	(119,522	)	$	383,994		$	95,099		$	—		$	359,571
Investing Activities
Capital expenditures	(30,340		)	(23,424		)	(17,105		)	—			(70,869		)
Acquisitions, net of cash acquired	—			(2,523,410		)	(27,000		)	—			(2,550,410		)
Increase in restricted cash related to acquisition of Local TV	—			(201,922		)	—			—			(201,922		)
Intercompany notes issuance	(27,000		)	—			—			27,000			—
Investments	(275		)	(2,373		)	(169		)	—			(2,817		)
Distributions from equity investments	—			53,871			—			—			53,871
Proceeds from sales of investments	2,074			—			100			—			2,174
Proceeds from sales of real estate	—			10,739			—			—			10,739
Net cash (used in) provided by investing activities	(55,541		)	(2,686,519		)	(44,174		)	27,000			(2,759,234		)
Financing Activities
Long-term borrowings	3,763,567			—			26,933			—			3,790,500
Repayments of long-term debt	(1,100,000		)	(2,234		)	—			—			(1,102,234		)
Long-term debt issuance costs	(78,480		)	—			—			—			(78,480		)
Intercompany notes borrowing	—			27,000			—			(27,000		)	—
Change in intercompany receivables and payables	(2,264,883		)	2,346,758			(81,875		)	—			—
Net cash provided by (used in) financing activities	320,204			2,371,524			(54,942		)	(27,000		)	2,609,786
Net Increase (Decrease) in Cash and Cash Equivalents	145,141			68,999			(4,017		)	—			210,123
Cash and cash equivalents, beginning of year	410,301			2,789			17,484			—			430,574
Cash and cash equivalents, end of year	$	555,442		$	71,788		$	13,467		$	—		$	640,697

XML

Basis of Presentation and Significant Accounting Policies Narrative (Details) $ in Thousands		12 Months Ended
	Dec. 27, 2013 USD ($)	Dec. 31, 2015 USD ($) television_station	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)	Dec. 31, 2012 USD ($)
Summary of Significant Account Policies [Line Items]
Number of Television Stations | television_station		42
Fiscal Year Additional Days		4 days
Restricted cash held by the company					$ 187,000
Restricted cash and cash equivalents		$ 17,595	$ 17,600
Repayments of long-term debt		1,114,262	299,285	$ 1,102,234
Broadcast rights impairment charge		74,000
Self-insurance deductible, per occurrence		1,000
Liabilities for self-insured risks		$ 34,000	47,000
Liabilities for self-insured risks distributed to Tribune Publishing			44,000
Buildings | Minimum
Summary of Significant Account Policies [Line Items]
Useful life of property, plant and equipment, years		1 year
Buildings | Maximum
Summary of Significant Account Policies [Line Items]
Useful life of property, plant and equipment, years		44 years
Equipment | Minimum
Summary of Significant Account Policies [Line Items]
Useful life of property, plant and equipment, years		1 year
Equipment | Maximum
Summary of Significant Account Policies [Line Items]
Useful life of property, plant and equipment, years		30 years
Senior 9.25 and 10 Percent Toggle Notes Due 2015 | Senior Notes
Summary of Significant Account Policies [Line Items]
Restricted cash held by the company			$ 202,000	$ 202,000
Senior Toggle Notes redemption period (days)	30 days
Cash deposit	$ 202,000
Repayments of long-term debt	174,000
Interest	2,000
Repayments of Long-term Debt, Intercompany Amounts	$ 28,000

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Basis of Presentation and Significant Accounting Policies Accounts Receivable Allowance Reconciliation (Details) - Successor - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014
Allowance for Doubtful Accounts Receivable [Roll Forward]
Accounts receivable allowance balance, beginning of the period	$ 7,313	$ 16,254
Additions charged to costs and expenses	7,873	21,306
Deductions	(7,010)	(18,515)
Allowance distributed in Publishing Spin-off		(11,732)
Accounts receivable allowance balance, end of the period	$ 8,176	$ 7,313

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Basis of Presentation and Significant Accounting Policies Principles of Consolidation and VIEs (Details) - USD ($) $ in Millions	Nov. 12, 2015	Apr. 14, 2015	Dec. 31, 2015
Taboola.com LTD
Common stock owned by the Company, percent			1.00%
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | Florida LLC
Fair Value of Land Contributed		$ 15
Carrying Value of Land Contributed		$ 10
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		92.00%
Future Ownership Percentage		85.00%
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | California LLC
Fair Value of Land Contributed	$ 39
Carrying Value of Land Contributed	$ 35
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	90.00%
Minimum
Ownership in equity method investment, percent			20.00%
Maximum
Ownership in equity method investment, percent			50.00%

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Discontinued Operations - Publishing Spin-off Adjustments (Details) - USD ($) $ in Thousands				3 Months Ended				12 Months Ended
		Aug. 04, 2014	Dec. 31, 2012	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) from Discontinued Operations, net of taxes				$ 0	$ (14,889)	$ 15,840	$ 12,601	$ 0	$ 13,552		$ 78,613
Cash dividend received by Company from Tribune Publishing		$ 275,000
Repayments of long-term debt								$ 1,114,262	299,285		1,102,234
Allocated interest expense									$ 7,000		$ 11,000
Effective tax rate on pretax income from discontinued operations									58.60%		42.80%
U.S. federal statutory rate								35.00%
Dreamcatcher Credit Facility | Tribune Publishing Company
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Maximum borrowing capacity under credit facility		350,000
McClatchy Tribune Information Services | Tribune Publishing Company
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on remeasurement									$ 1,000
Equity interest, percent									50.00%
Senior Secured Credit Agreement | Term Loan Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Repayments of long-term debt		$ 275,000
Successor
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating revenues									$ 970,501	[1]	$ 1,755,989
Operating profit									38,712	[1]	149,906
Loss on equity investments, net									(626)	[1]	(1,187)
Interest income									0	[1]	35
Interest expense	[2]								(6,837)	[1]	(11,042)
Gain on investment transactions	[3]								1,484	[1]	0
Reorganization items, net									(9)	[1]	(284)
Income (loss) before income taxes									32,724	[1]	137,428
Income tax expense (benefit)	[4]								19,172	[1]	58,815
Income (Loss) from Discontinued Operations, net of taxes								$ 0	13,552	[1]	78,613
Repayments of long-term debt								$ 1,114,262	$ 299,285		$ 1,102,234
U.S. federal statutory rate								35.00%	35.00%		35.00%
Predecessor
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Operating revenues			$ 0
Operating profit			0
Loss on equity investments, net			0
Interest income			0
Interest expense	[2]		0
Gain on investment transactions	[3]		0
Reorganization items, net			(173,449)
Income (loss) before income taxes			(173,449)
Income tax expense (benefit)	[4]		(69,548)
Income (Loss) from Discontinued Operations, net of taxes			(103,901)
Repayments of long-term debt			$ 3,394,347

[1] Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

[2] In connection with the Publishing Spin-off, the Company received a $275 million cash dividend from Tribune Publishing utilizing borrowings of $350 million under a senior secured credit facility entered into by Tribune Publishing prior to the Publishing Spin-off. The full amount of the $275 million cash dividend was used to permanently repay $275 million of outstanding borrowings under the Company’s Term Loan Facility (as defined and described in Note 10). Interest expense associated with the Company’s outstanding debt was allocated to discontinued operations based on the ratio of the $275 million cash dividend received from Tribune Publishing to the total outstanding indebtedness under the outstanding credit facilities in effect in each respective period prior to the Publishing Spin-off and totaled $7 million and $11 million for the years ended December 28, 2014 and December 29, 2013, respectively.

[3] Gain on investment transaction consists of a $1 million gain on the remeasurement of Tribune Publishing’s investment in MCT (as defined and described in Note 5) as a result of the acquisition of the remaining 50% interest in MCT during the second quarter of 2014.

[4] The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012.

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Discontinued Operations Assets and Liabilities Distributed From Spin-off (Details) $ in Thousands	Aug. 04, 2014 USD ($)
Current Assets
Cash and cash equivalents	$ 59,030
Restricted cash	27,500
Accounts receivable, net	187,153
Inventories	14,623
Deferred income taxes	32,557
Prepaid expenses and other	20,956
Total current assets	341,819
Property, plant and equipment, net	160,087
Other Assets
Goodwill	35,450
Intangible assets, net	73,300
Investments	1,924
Other long-term assets	10,179
Deferred income taxes	12,352
Total other assets	133,205
Total Assets	635,111
Current Liabilities
Accounts payable	39,422
Employee compensation and benefits	98,156
Debt due within one year	12,680
Deferred revenue	74,505
Accrued expenses and other current liabilities	31,031
Total current liabilities	255,794
Non-Current Liabilities
Postretirement, medical life and other benefits	45,255
Long-term debt	333,820
Other obligations	19,589
Total non-current liabilities	398,664
Net Liabilities Distributed to Tribune Publishing	$ (19,347)

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Discontinued Operations Narrative (Details)			12 Months Ended
	Aug. 04, 2014 USD ($) shares	Dec. 31, 2012 USD ($)	Dec. 31, 2015 USD ($)	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash dividend received by Company from Tribune Publishing	$ 275,000,000
Repayments of long-term debt			$ 1,114,262,000	$ 299,285,000	$ 1,102,234,000
Transaction costs incurred to complete the Publishing Spin-off		$ 0		23,000,000	15,000,000
Number Of Lease Renewal Periods			2
Amount of accumulated other comprehensive loss allocated to Tribune Publishing	2,000,000
Contingent Liabilities Related to Discontinued Operations Subsequent to the Spin-off			$ 0
Five Year Contractual Term
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lessor Leasing Arrangements, Operating Leases, Term of Contract			5 years
Ten Year Contractual Term
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lessor Leasing Arrangements, Operating Leases, Term of Contract			10 years
Senior Secured Credit Agreement | Term Loan Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Repayments of long-term debt	$ 275,000,000
Tribune Publishing Company | Other Income
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Lease revenue				$ 24,000,000	$ 39,000,000
Tribune Publishing Company | Transition Services Agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Transition services period, years				2 years
Gross billings to Tribune Publishing			$ 2,000,000	$ 19,000,000
Fees incurred related to technology and shared services			$ 1,000,000	$ 3,000,000
Tribune Publishing Company
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percent of outstanding Tribune Publishing Company shares distributed	98.50%
Distribution ratio of Tribune Publishing common stock	0.25
Tribune Publishing common stock distributed, shares | shares	25,042,263.000
Tribune Publishing Company | Dreamcatcher Credit Facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Maximum borrowing capacity under credit facility	$ 350,000,000
Tribune Publishing Company
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock retained by the Company in the Publishing Spin-off, shares | shares	381,354
Common stock owned by the Company, percent	1.50%

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Proceedings Under Chapter 11 - Narrative (Details) $ / shares in Units, defendant in Thousands						3 Months Ended								12 Months Ended			49 Months Ended
		Dec. 31, 2012 USD ($) $ / shares		Jun. 02, 2011 defendant complaint	Dec. 08, 2008 subsidiary	Dec. 31, 2015 USD ($) $ / shares	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 29, 2015 USD ($)	Dec. 28, 2014 USD ($) $ / shares	Sep. 28, 2014 USD ($)	Jun. 29, 2014 USD ($)	Mar. 30, 2014 USD ($)	Dec. 31, 2015 USD ($) $ / shares	Dec. 28, 2014 USD ($) $ / shares	Dec. 29, 2013 USD ($)	Dec. 31, 2012 USD ($) claim $ / shares		Feb. 29, 2016 claim	Jul. 24, 2015 case	Jul. 14, 2014 $ / shares	May. 21, 2013 preference_action	Dec. 30, 2012 USD ($) $ / shares shares	Jul. 23, 2012	Dec. 20, 2007 USD ($) $ / shares
Reorganization [Line Items]
Bankruptcy Proceedings, Number of Subsidiaries Included in Bankruptcy Filing | subsidiary					110
Bankruptcy closed cases | case																				96
Restricted cash and cash equivalents						$ 17,595,000				$ 17,600,000				$ 17,595,000	$ 17,600,000
Bankruptcy Claims, Number Claims Filed | claim																	7,400
Reorganization items, net	[1]					$ (105,000)	$ 188,000	$ (628,000)	$ (992,000)	$ (1,293,000)	$ (1,594,000)	$ (2,165,000)	$ (2,216,000)	(1,537,000)	(7,268,000)
Debtor Reorganization Items, Net Cash Outflows for Reorganization Costs		$ 74,000,000												$ 3,000,000	$ 8,000,000	$ 132,000,000
Subsequent Event
Reorganization [Line Items]
Bankruptcy Claims, Number Claims Withdrawn or Expunged | claim																			3,292
Bankruptcy Claims, Number of Claims Settled | claim																			3,750
Bankruptcy Claims, Number of Claims under Review by Management | claim																			413
Bankruptcy Claims, Number of Claims Assumed in Connection with Spinoff | claim																			3
Judicial Ruling
Reorganization [Line Items]
Bankruptcy Claims, Number Claims Filed | complaint				50
Bankruptcy Proceedings, Court Where Petition Was Filed				20
Loss Contingency, Number of Defendants | defendant				2
Loss Contingency, Number of Defendants that Held Stock that was Purchased or Redeemed via Leveraged ESOP Transactions | complaint				38,000
Leveraged Employee Stock Option Transactions
Reorganization [Line Items]
Bankruptcy Proceedings, Number of Preference Actions | preference_action																						18
Common Class B
Reorganization [Line Items]
Common stock par value, per share | $ / shares						$ 0.001				$ 0.001				$ 0.001	$ 0.001						$ 0.001
Predecessor
Reorganization [Line Items]
Common stock par value, per share | $ / shares		$ 0.01															$ 0.01						$ 0.01		$ 0.01
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees | shares																							8,294,000
Debtor Reorganization Items, Note Receivable Write off		$ 20,000,000
Reorganization items, net		8,284,314,000
Reorganization Items, Net of Tax		7,214,000,000
Reorganization, gain (loss) reflected in discontinued operations		(104,000,000)
Reorganization adjustments, net		4,734,050,000
Reorganization gain (loss)		4,552,000,000
Gain (loss) reflected in discontinued operations		(9,000,000)
Fresh-start reporting adjustments, net		3,550,264,000
Fresh start gain (loss)		(2,662,000,000)
Gain (loss) reflected in discontinued operations		95,000,000
Predecessor | Subordinated Debt | Subordinate Promissory Note
Reorganization [Line Items]
Face amount of debt		225,000,000															$ 225,000,000						$ 225,000,000		$ 255,000,000
Debt instrument interest rate, percent																									4.64%
Predecessor | Notes Payable, Other Payables | Debentures at 6.61% due 2027
Reorganization [Line Items]
Debt instrument interest rate, percent																								6.61%
Predecessor | Notes Payable, Other Payables | Notes at 5.25% due 2015
Reorganization [Line Items]
Debt instrument interest rate, percent																								5.25%
Predecessor | Notes Payable, Other Payables | Debentures at 7.25% due 2013
Reorganization [Line Items]
Debt instrument interest rate, percent																								7.25%
Predecessor | Notes Payable, Other Payables | Debentures at 7.5% due 2023
Reorganization [Line Items]
Debt instrument interest rate, percent																								7.50%
Predecessor | Debentures Subject to Mandatory Redemption | Debentures at 7.25% due 2096
Reorganization [Line Items]
Debt instrument interest rate, percent																								7.25%
Predecessor | Medium-term Notes | Notes at 4.875% due 2010
Reorganization [Line Items]
Debt instrument interest rate, percent																								4.875%
Predecessor | Reorganization Adjustments
Reorganization [Line Items]
Fresh-start adjustment to retained earnings (deficit)																							37,000,000
Predecessor | Discharge of Debt
Reorganization [Line Items]
Retained earnings adjustment		(255,000,000)	[2]														(255,000,000)	[2]					$ (255,000,000)
Successor
Reorganization [Line Items]
Debtor Reorganization Items, Discharge of Claims and Liabilities														$ 222,000	$ 575,000	(446,000)
Postconfirmation, restricted cash and cash equivalents		$ 186,823,000															$ 186,823,000
Reorganization items, net														$ (1,537,000)	$ (7,268,000)	$ (16,931,000)
Successor | Common Class B
Reorganization [Line Items]
Common stock par value, per share | $ / shares		$ 0.001															$ 0.001

[1] See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

[2] (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

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Proceedings Under Chapter 11 - Reorganization Items, Net (Details) - USD ($) $ in Thousands			3 Months Ended								12 Months Ended
		Dec. 31, 2012	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Fresh-Start Adjustment [Line Items]
Total reorganization items, net	[1]		$ 105	$ (188)	$ 628	$ 992	$ 1,293	$ 1,594	$ 2,165	$ 2,216	$ 1,537	$ 7,268
Successor
Fresh-Start Adjustment [Line Items]
Professional advisory fees											270	4,272	$ 13,515
Contract rejections and claim settlements											222	575	(446)
Other											1,045	2,421	3,862
Total reorganization costs, net											1,537	7,268	16,931
Total reorganization items, net											$ 1,537	$ 7,268	$ 16,931
Predecessor
Fresh-Start Adjustment [Line Items]
Professional advisory fees		$ 14,136
Other		4,372
Reorganization adjustments, net		(4,734,050)
Fresh-start reporting adjustments, net		(3,550,264)
Total reorganization items, net		$ (8,284,314)

[1] See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

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Proceedings Under Chapter 11 - Terms of Reorganization Plan (Details) - USD ($)		12 Months Ended
	Dec. 31, 2012	Dec. 29, 2013	Dec. 31, 2015	Dec. 28, 2014	Jul. 14, 2014	Dec. 27, 2013	Dec. 30, 2012	Dec. 20, 2007
Reorganization [Line Items]
Amount paid to settle bankruptcy claims	$ 3,516,000,000
Number of shares paid ot settle claims (shares)	100,000,000
Shares paid to settle claims	$ 4,536,000,000
Common Class A
Reorganization [Line Items]
Common stock par value, per share			$ 0.001	$ 0.001	$ 0.001
Ownership by previous shareholders, maximum percentage	4.99%
Common Class B
Reorganization [Line Items]
Common stock par value, per share			$ 0.001	$ 0.001	$ 0.001
Senior Loan Claims
Reorganization [Line Items]
Amount paid to settle bankruptcy claims	$ 2,900,000,000
Number of shares paid ot settle claims (shares)	98,200,000
Shares paid to settle claims								$ 8,928,571
Senior Noteholder Claims, Option One
Reorganization [Line Items]
Amount paid to settle bankruptcy claims	$ 431,000,000
Senior Noteholder Claims, Option Two
Reorganization [Line Items]
Percent of allowed claim paid (percent)	33.30%
Other Parent Claims, Option One
Reorganization [Line Items]
Amount paid to settle bankruptcy claims	$ 2,000,000
Percent of allowed claim paid (percent)	35.18%
Allowed General Unsecured Claims
Reorganization [Line Items]
Percent of allowed claim paid (percent)	100.00%
Unclassified Claims, Priority Non-Tax Claims and Other Secured Claims [Member]
Reorganization [Line Items]
Percent of allowed claim paid (percent)	100.00%
Other Parent Claims, Option Two
Reorganization [Line Items]
Amount paid to settle bankruptcy claims	$ 2,000,000
Percent of allowed claim paid (percent)	32.73%
Leveraged Employee Stock Option Transactions
Reorganization [Line Items]
Amount of bankruptcy claims settled	$ 521,000,000
Predecessor
Reorganization [Line Items]
Employee Stock Ownership Plan (ESOP), shares	56,521,739						56,521,739
Common stock par value, per share	$ 0.01						$ 0.01	$ 0.01
Preconfirmation, restricted cash and cash equivalents	$ 727,000,000						$ 727,468,000
Predecessor | Common Stock
Reorganization [Line Items]
Warrants that entitle the purchase of common stock, shares	43,478,261						43,478,261
Successor
Reorganization [Line Items]
Postconfirmation, restricted cash and cash equivalents	$ 186,823,000
Warrants issued, shares	16,789,972
Successor | Common Class A
Reorganization [Line Items]
Common stock par value, per share	$ 0.001
Issuance of Successor common stock and stock purchase warrants, shares	78,754,269	4,000
Successor | Common Class B
Reorganization [Line Items]
Common stock par value, per share	$ 0.001
Issuance of Successor common stock and stock purchase warrants, shares	4,455,767
Litigation Trust | Successor
Reorganization [Line Items]
Payments to acquire non-interest bearing loan	$ 20,000,000
Note Receivable, Counterparty's Expense Fund, Maximum	25,000,000
Note Receivable, Counterparty's Repayment Covenants, Minimum Amount Required to be Distributed to Its Interest Holders	90,000,000
Note Receivable, Counterparty Agreement, Maximum Reimbursable Expenses	625,000.000
Fair value of assets held-in-trust	358,000,000
Subordinate Promissory Note | Predecessor | Subordinated Debt
Reorganization [Line Items]
Face amount of debt	225,000,000						$ 225,000,000	$ 255,000,000
Senior Secured Credit Agreement
Reorganization [Line Items]
Face amount of debt						$ 4,073,000,000
Senior Secured Credit Agreement | Term Loan Facility
Reorganization [Line Items]
Face amount of debt						3,773,000,000
Senior Secured Credit Agreement | Revolving Credit Facility
Reorganization [Line Items]
Maximum borrowing capacity under credit facility						$ 300,000,000
Senior Secured Credit Agreement | Predecessor | Secured Debt
Reorganization [Line Items]
Face amount of debt	8,028,000,000.000
Bridge Facility | Guaranteed Claims | Bridge Loan
Reorganization [Line Items]
Face amount of debt	$ 1,600,000,000
Debt term	12 months
Amount paid to settle bankruptcy claims	$ 65,000,000
Percent of allowed claim paid (percent)	3.98%
Exit Financing Facilities | Term Loan Facility
Reorganization [Line Items]
Face amount of debt	$ 1,100,000,000
Exit Financing Facilities | Revolving Credit Facility
Reorganization [Line Items]
Maximum borrowing capacity under credit facility	$ 300,000,000
Exit Financing Facilities | Senior Noteholder Claims, Option Two | Term Loan Facility
Reorganization [Line Items]
Amount paid to settle bankruptcy claims as a percent of debt proceeds	6.27%
Exit Financing Facilities | Successor | Term Loan Facility
Reorganization [Line Items]
Face amount of debt	$ 1,100,000,000
Exit Financing Facilities | Successor | Revolving Credit Facility
Reorganization [Line Items]
Maximum borrowing capacity under credit facility	$ 300,000,000

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Proceedings Under Chapter 11 - Leveraged ESOP Transactions (Details) - USD ($)						12 Months Ended
	Dec. 31, 2012	Dec. 20, 2007	Jun. 04, 2007	Apr. 25, 2007	Apr. 01, 2007	Dec. 31, 2008	Dec. 31, 2015	Nov. 20, 2013	Dec. 30, 2012
Reorganization [Line Items]
Shareholder Receipt on Tribune Company common stock in connection with Leveraged ESOP Transactions								$ 50,000
Shares paid to settle claims	$ 4,536,000,000
Long term debt							$ 3,486,140,000
Predecessor
Reorganization [Line Items]
Stock issued druring period (ESOP), shares					8,928,571
Price per share (usd per share)					$ 28
Common stock outstanding (shares)		56,521,739
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees									8,294,000
Number of shares authorized to be repurchased (shares)				126,000,000
Stock repurchased and retired during the period, value		$ 4,032,000,000	$ 4,289,000,000
Tender price per share (usd per share)				$ 34
Conversion of Stock, Right to Receive Cash		$ 34
Stock repurchased and retired during the period, shares		119,000,000	126,000,000
Common stock par value, per share	$ 0.01	$ 0.01							$ 0.01
Interest	$ 0
Payments for merger related costs		$ 5,000,000		$ 3,000,000
Proceeds from issuance of warrants and debt		$ 315,000,000
Predecessor | Warrant Issued to Zell Entity
Reorganization [Line Items]
Predecessor Warrants term (years)		15 years
Warrants that entitle the purchase of common stock, shares		43,478,261
Securities called by warrants or rights as percent of economic equity interest		40.00%
Aggregate exercise price of warrants		$ 500,000,000
Aggregate exercise price of warrants, amount increased per year		$ 10,000,000
Duration of increasing warrant price (years)		10 years
Maximum aggregate exercise price of warrants		$ 600,000,000
Predecessor | Warrant Issued to Zell Entity | Zell Entity | Noncontrolling Interest
Reorganization [Line Items]
Warrants that entitle the purchase of common stock, shares		12,611,610
Predecessor | Employee Stock Ownership Plan (ESOP) Promissory Note | Notes Payable, Other Payables
Reorganization [Line Items]
ESOP debt structure, direct loan					$ 250,000,000
Debt term					30 years
Predecessor | Subordinate Promissory Note | Subordinated Debt
Reorganization [Line Items]
Face amount of debt	$ (225,000,000)	$ (255,000,000)							$ (225,000,000)
Debt instrument interest rate, percent		4.64%
Interest		$ 6,000,000
Paid-in-Kind Interest						$ 10,000,000
Predecessor | Subordinate Promissory Note | Subordinated Debt | Zell Entity | Noncontrolling Interest
Reorganization [Line Items]
Long term debt		65,000,000
Senior Loan Claims
Reorganization [Line Items]
Shares paid to settle claims		$ 8,928,571

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Fresh-Start Reporting - Narrative (Details) $ in Thousands	Dec. 31, 2012 USD ($)
Fresh-Start Adjustment [Line Items]
Distributable value	$ 7,372,000
Minimum
Fresh-Start Adjustment [Line Items]
Distributable value	6,917,000
Maximum
Fresh-Start Adjustment [Line Items]
Distributable value	7,826,000
Exit Financing Facilities | Term Loan Facility
Fresh-Start Adjustment [Line Items]
Face amount of debt	1,100,000
Predecessor
Fresh-Start Adjustment [Line Items]
Debtor Reorganization Items, Revaluation of Assets and Liabilities, Including Discontinued Operations	(3,372,166)
Reorganization gain (loss) before tax	4,734,050
Reorganization gain (loss)	4,552,000
Gain (loss) reflected in discontinued operations	(9,000)
Fresh-start reporting adjustments, net	3,550,264
Fresh start gain (loss)	2,662,000
Successor
Fresh-Start Adjustment [Line Items]
Reorganized Tribune Company equity value	4,536,000
Successor | Exit Financing Facilities | Term Loan Facility
Fresh-Start Adjustment [Line Items]
Face amount of debt	$ 1,100,000

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Fresh-Start Reporting - Balance Sheet Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
		Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Dec. 20, 2007
Fresh-Start Adjustment [Line Items]
Restricted cash and cash equivalents				$ 17,595	$ 17,600
Debt instrument unamortized discount				7,117
Exit Financing Facilities | Term Loan Facility
Fresh-Start Adjustment [Line Items]
Issuance of term loan		$ 1,100,000	$ 1,100,000
Unamortized discount, percentage of principal amount		1.00%	1.00%
Debt instrument unamortized discount		$ 11,000	$ 11,000
Unamortized transaction costs						$ 7,000
Predecessor
Fresh-Start Adjustment [Line Items]
Reorganization pretax gain (loss)			4,738,699
Reorganization gain (loss)	[1]		4,543,299
Reorganization pretax gain (loss) in discontinued operations			5,000
Gain (loss) reflected in discontinued operations			(9,000)
Liabilities assumed and reinstated		169,513	169,513
Contracts and broadcast rights liabilities reinstated		89,000	89,000
Income taxes payable reinstated		65,000	65,000
Other liabilities reinstated		16,000	16,000
Prepetition liabilities reinstated		50,488	50,488
Liabilities subject to compromise and settled on the Effective Date		12,829,203	12,829,203
Cash from settlement of liabilities			$ 3,515,996
Shares from settlement of liabilities			100,000,000
Gain on settlement of liabilities subject to compromise			$ 4,777,207
Preconfirmation, restricted cash and cash equivalents		$ 727,000	727,000				$ 727,468
Valuation allowance			20,000
Professional advisory fees			14,136
Income taxes on reorganization adjustments			195,400
Income taxes included in discontinued operations			$ 14,000
Common stock par value, per share		$ 0.01	$ 0.01				$ 0.01	$ 0.01
Employee Stock Ownership Plan (ESOP), shares		56,521,739	56,521,739				56,521,739
Employee Stock Ownership Plan (ESOP), shares committed for release or allocation to employees							8,294,000
Common shares held by the ESOP							$ 36,680
Stock purchase warrants							255,000
Gain from fresh-start reporting adjustments before taxes			$ 3,372,166
Gain from fresh-start reporting adjustments after tax	[2]		2,566,925
Gain (loss) in discontinued operations, before tax			(178,000)
Gain (loss) reflected in discontinued operations			(95,000)
Unrecognized cumulative pretax losses in reorganization items, net			1,104,000
Unrecognized cumulative pretax losses, tax benefit			169,000
Unrecognized cumulative pretax losses, discontinued operations, net of tax			27,000
Preconfirmation liabilities after reorganization adjustment, excluding of debt							1,901,000
Predecessor | Discharge of Debt
Fresh-Start Adjustment [Line Items]
Increase (decrease) to retained earnings (deficit)	[3],[4]	$ 4,834,979	4,834,979
Other intangible assets, net		0	0
Fresh-start adjustment, increase (decrease) in liabilities, excluding debt		1,147,000	1,147,000
Increase in net deferred income tax liabilities from the implementation of fresh start reporting	[3],[5]	293,718	293,718
Predecessor | Revaluation of Assets
Fresh-Start Adjustment [Line Items]
Other intangible assets, net	[6]	1,187,455	1,187,455
Company's share of increases in carrying value of investees' amortization intangible assets		1,108,000	1,108,000
Predecessor | Revaluation of Liabilities
Fresh-Start Adjustment [Line Items]
Fresh-start reporting adjustments		227,000	227,000
Increase in net deferred income tax liabilities from the implementation of fresh start reporting	[6]	$ 969,399	$ 969,399
Predecessor | Exit Financing Facilities | Term Loan Facility
Fresh-Start Adjustment [Line Items]
Deferred finance costs, gross							$ 4,000
Predecessor | Common Stock
Fresh-Start Adjustment [Line Items]
Warrants that entitle the purchase of common stock, shares		43,478,261	43,478,261				43,478,261
Successor
Fresh-Start Adjustment [Line Items]
Postconfirmation, restricted cash and cash equivalents		$ 186,823	$ 186,823
Professional advisory fees				$ 270	$ 4,272	$ 13,515
Fair value of property, plant and equipment		877,169	877,169
Contract intangible liability, net		227,017	227,017
Aggregate fair value of investments as of Effective Date		2,224,313	2,224,313
Reorganization value allocated to goodwill		2,402,026	2,402,026
Successor | Exit Financing Facilities | Term Loan Facility
Fresh-Start Adjustment [Line Items]
Issuance of term loan		1,100,000	1,100,000
Debt instrument unamortized discount		11,000	11,000
Deferred finance costs, gross		16,000	16,000
Transaction costs		12,000
Successor | Broadcast rights intangible liabilities
Fresh-Start Adjustment [Line Items]
Contract intangible liability, net		226,000	226,000
Successor | Lease contract intangible liabilities
Fresh-Start Adjustment [Line Items]
Contract intangible liability, net		$ 1,000	1,000
Litigation Trust | Successor
Fresh-Start Adjustment [Line Items]
Payments to acquire non-interest bearing loan			20,000
Proceeds from sale of trust assets			$ 90,000

[1] (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

[2] (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

[3] (1)Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):Liabilities subject to compromise on the Effective Date$13,049,204Less: Liabilities assumed and reinstated on the Effective Date(169,513)Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments(50,488)Liabilities subject to compromise and settled on the Effective Date12,829,203Less: Cash distributions on settled claims(3,515,996)Less: Issuance of Common Stock and Warrants(4,536,000)Gain on settlement of liabilities subject to compromise4,777,207Less: Valuation allowance on non-interest bearing loan to the Litigation Trust(20,000)Less: Professional advisory fees incurred due to emergence from Chapter 11(14,136)Less: Other reorganization adjustments, net(4,372)Total reorganization adjustments before taxes4,738,699Less: Income taxes on reorganization adjustments(195,400)Net reorganization gain after taxes (1)$4,543,299 (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11. Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

[4] (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

[5] (3)Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

[6] (6)The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date. The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):Fair value adjustments to net properties$(116,211)Fair value adjustments to intangibles1,186,701Fair value adjustments to investments1,615,075Fair value adjustments to broadcast rights and other contracts(234,098)Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill1,992,594Other fair value adjustments, net(1,131)Elimination of accumulated other comprehensive income (loss)(1,070,764)Gain from fresh-start reporting adjustments before taxes3,372,166Less: Income taxes attributable to fair value adjustments(805,241)Net gain from fresh-start reporting adjustments after taxes (1)$2,566,925 (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

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Fresh-Start Reporting - Balance Sheet (Details) - USD ($) $ in Thousands		Dec. 31, 2012		Dec. 30, 2012
Predecessor
Preconfirmation, Assets [Abstract]
Preconfirmation, Cash and Cash Equivalents				$ 2,284,426
Preconfirmation, Receivables, Net				491,164
Preconfirmation, Inventories				22,249
Preconfirmation, Program Rights, Current				151,576
Preconfirmation, Income Taxes Receivable, Current				65,475
Preconfirmation, restricted cash and cash equivalents				0
Preconfirmation, Prepaid and Other Current Assets				82,453
Preconfirmation, Current Assets				3,097,343
Preconfirmation, Property, Plant and Equipment, Gross				2,925,355
Preconfirmation, Accumulated Depreciation and Amortization				(1,930,728)
Preconfirmation, Property and Equipment, Net				994,627
Preconfirmation, Program Rights, Noncurrent				80,945
Preconfirmation, Goodwill				409,432
Preconfirmation, Other Intangible Assets, Net				360,479
Preconfirmation, Restricted Cash and Cash Equivalents, Noncurrent		$ 727,000		727,468
Preconfirmation, Assets Held-for-sale				8,853
Preconfirmation, Investments				605,420
Preconfirmation, Other Assets, Noncurrent				66,469
Preconfirmation, Other Assets				2,259,066
Preconfirmation, Assets				6,351,036
Preconfirmation, Liabilities [Abstract]
Preconfirmation, Current Maturities of Long-term Debt				0
Preconfirmation, Accrued Reorganization Costs				102,191
Preconfirmation, Employee-related Liabilities, Current				171,012
Preconfirmation, Program Rights Obligations, Current				109,894
Preconfirmation, Income Taxes Payable, Current				1,605
Preconfirmation, Deferred Revenue, Current				76,909
Preconfirmation, Accounts Payable, Accrued Expenses and Other Liabilities, Current				141,845
Preconfirmation, Current Liabilities				603,456
Preconfirmation, Long-term Debt				0
Preconfirmation, Deferred Income Tax Liabilities, Noncurrent				50,635
Preconfirmation, Program Rights Obligations, Noncurrent				67,839
Preconfirmation, Finite-Lived Intangible Liabilities, Net				0
Preconfirmation, Pension and Other Postretirement Obligations				540,618
Preconfirmation, Noncurrent Other Obligations				57,632
Preconfirmation, Non-current Liabilities				716,724
Liabilities subject to compromise on the Effective Date		13,049,204		13,049,204
Preconfirmation, Common Shares Held by ESOP, net of Unearned Compensation				36,680
Preconfirmation, Stockholders' Equity [Abstract]
Preconfirmation, Common Stock and Additional Paid-in Capital				0
Preconfirmation, Warrants and Rights Outstanding				255,000
Preconfirmation, Retained Earnings (Deficit)				(7,401,904)
Preconfirmation, Accumulated Other Comprehensive Income (Loss)				(908,124)
Preconfirmation, Common Stock				0
Preconfirmation, Additional Paid-in Capital				0
Preconfirmation, Stockholders' Equity				(8,055,028)
Preconfirmation, Liabilities and Stockholders' Equity				6,351,036
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)	[1]	908,124
Successor
Postconfirmation, Assets [Abstract]
Postconfirmation, Cash and Cash Equivalents		430,574
Postconfirmation, Receivables, Net		491,164
Postconfirmation, Inventories		18,348
Postconfirmation, Program Rights, Current		128,871
Postconfirmation, Income Taxes Receivable, Current		65,475
Postconfirmation, restricted cash and cash equivalents		186,823
Postconfirmation, Prepaid and Other Current Assets		161,471
Postconfirmation, Current Assets		1,482,726
Postconfirmation, Property, Plant and Equipment, Gross		877,169
Postconfirmation, Accumulated Depreciation and Amortization		0
Postconfirmation, Property and Equipment, Net		877,169
Postconfirmation, Program Rights, Noncurrent		64,245
Postconfirmation, Goodwill		2,402,026
Postconfirmation, Other Intangible Assets, Net		1,547,934
Postconfirmation, Restricted Cash and Cash Equivalents, Noncurrent		0
Postconfirmation, Assets Held-for-sale		10,100
Postconfirmation, Investments		2,224,313
Postconfirmation, Other Assets, Noncurrent		64,767
Postconfirmation, Other Assets		6,313,385
Postconfirmation, Assets		8,673,280
Postconfirmation, Liabilities [Abstract]
Postconfirmation, Current Maturities of Long-term Debt		6,843
Postconfirmation, Accrued Reorganization Costs		126,982
Postconfirmation, Employee-related Liabilities, Current		177,115
Postconfirmation, Program Rights Obligations, Current		152,217
Postconfirmation, Income Taxes Payable, Current		60,090
Postconfirmation, Deferred Revenue, Current		76,739
Postconfirmation, Accounts Payable, Accrued Expenses and Other Liabilities, Current		228,395
Postconfirmation, Current Liabilities		828,381
Postconfirmation, Long-term Debt		1,082,157
Postconfirmation, Deferred Income Tax Liabilities, Noncurrent		1,313,752
Postconfirmation, Program Rights Obligations, Noncurrent		81,929
Postconfirmation, Finite-Lived Intangible Liabilities, Net		227,017
Postconfirmation, Pension and Other Postretirement Obligations		550,381
Postconfirmation, Noncurrent Other Obligations		53,663
Postconfirmation, Non-current Liabilities		3,308,899
Liabilities subject to compromise and settled on the Effective Date		0
Postconfirmation, Common Shares Held by ESOP, net of Unearned Compensation		0
Postconfirmation, Stockholders' Equity [Abstract]
Postconfirmation, Common Stock and Additional Paid-in Capital		0
Postconfirmation, Warrants and Rights Outstanding		0
Postconfirmation, Retained Earnings (Deficit)		0
Postconfirmation, Accumulated Other Comprehensive Income (Loss)		0
Postconfirmation, Common Stock		83
Postconfirmation, Additional Paid-in Capital		4,535,917
Postconfirmation, Stockholders' Equity		4,536,000
Postconfirmation, Liabilities and Stockholders' Equity		8,673,280
Discharge of Debt | Predecessor
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Cash and Cash Equivalents	[2]	(1,853,852)
Fresh-Start Adjustment, Increase (Decrease), Receivables, Net		0
Fresh-Start Adjustment, Increase (Decrease), Inventories		0
Fresh-Start Adjustment, Increase (Decrease), Program Right, Current		0
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Receivable		0
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Current	[2]	186,823
Fresh-Start Adjustment, Increase (Decrease), Prepaid and Other Current Assets	[2],[3]	83,021
Fresh-Start Adjustment, Increase (Decrease), Current Assets		(1,584,008)
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Gross		0
Fresh-Start Adjustment, Increase (Decrease), Accumulated Depreciation and Amortization		0
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Net		0
Fresh-Start Adjustment, Increase (Decrease), Program Right, Noncurrent		0
Fresh-Start Adjustment, Increase (Decrease), Goodwill		0
Fresh-Start Adjustment, Increase (Decrease), Intangible Assets		0
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Noncurrent	[2]	(727,468)
Fresh-Start Adjustment, Increase (Decrease), Assets Held for Sale		0
Fresh-Start Adjustment, Increase (Decrease), Investments		0
Fresh-Start Adjustment, Increase (Decrease), Other Assets, Noncurrent	[4]	11,242
Fresh-Start Adjustment, Increase (Decrease), Other Assets		(716,226)
Fresh-Start Adjustment, Increase (Decrease), Assets		(2,300,234)
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Current Maturities of Long-term Debt	[4]	6,843
Fresh-Start Adjustment, Increase (Decrease), Accrued Reorganization Costs	[2],[5]	24,791
Fresh-Start Adjustment, Increase (Decrease), Employee-related Liabilities, Current	[2],[5]	6,103
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Current	[5]	61,595
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Payable, Current	[2],[5]	58,485
Fresh-Start Adjustment, Increase (Decrease), Deferred Revenue, Current		0
Fresh-Start Adjustment, Increase (Decrease), Accounts Payable, Accrued Expenses and Other Liabilities, Current	[2],[4],[5]	95,392
Fresh-Start Adjustment, Increase (Decrease), Current Liabilities		253,209
Fresh-Start Adjustment, Increase (Decrease), Long-term Debt	[4]	1,082,157
Fresh-Start Adjustment, Increase (Decrease), Deferred Income Tax Liabilities, Noncurrent	[2],[3]	293,718
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Noncurrent	[5]	21,791
Fresh-Start Adjustment, Increase (Decrease), Finite-Lived Intangible Liabilities, Net		0
Fresh-Start Adjustment, Increase (Decrease), Pension and Other Postretirement Obligations	[2],[5]	9,763
Fresh-Start Adjustment, Increase (Decrease), Noncurrent Other Obligations	[2],[5]	9,033
Fresh-Start Adjustment, Increase (Decrease), Non-current Liabilities		1,416,462
Fresh-Start Adjustment, Increase (Decrease), Liabilities Subject to Compromise	[2],[5]	(13,049,204)
Fresh-Start Adjustment, Increase (Decrease), Common Shares Held by ESOP, net of Unearned Compensation	[6]	(36,680)
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Common Stock and Additional Paid-in Capital		0
Retained earnings adjustment		(255,000)	[6]	$ (255,000)
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit)	[2],[6]	4,834,979
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)		0
Fresh-Start Adjustment, Increase (Decrease), Common Stock	[2]	83
Fresh-Start Adjustment, Increase (Decrease), Additional Paid-in Capital	[2]	4,535,917
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity		9,115,979
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity		(2,300,234)
Revaluation of Assets | Predecessor
Fresh-Start Adjustment, Increase (Decrease), Assets [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Cash and Cash Equivalents		0
Fresh-Start Adjustment, Increase (Decrease), Receivables, Net		0
Fresh-Start Adjustment, Increase (Decrease), Inventories	[7]	(3,901)
Fresh-Start Adjustment, Increase (Decrease), Program Right, Current	[7]	(22,705)
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Receivable		0
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Current		0
Fresh-Start Adjustment, Increase (Decrease), Prepaid and Other Current Assets	[7]	(4,003)
Fresh-Start Adjustment, Increase (Decrease), Current Assets		(30,609)
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Gross	[7]	(2,048,186)
Fresh-Start Adjustment, Increase (Decrease), Accumulated Depreciation and Amortization	[7]	1,930,728
Fresh-Start Adjustment, Increase (Decrease), Property and Equipment, Net		(117,458)
Fresh-Start Adjustment, Increase (Decrease), Program Right, Noncurrent	[7]	(16,700)
Fresh-Start Adjustment, Increase (Decrease), Goodwill	[7],[8]	1,992,594
Fresh-Start Adjustment, Increase (Decrease), Intangible Assets	[7]	1,187,455
Fresh-Start Adjustment, Increase (Decrease), Restricted Cash and Cash Equivalents, Noncurrent		0
Fresh-Start Adjustment, Increase (Decrease), Assets Held for Sale	[7]	1,247
Fresh-Start Adjustment, Increase (Decrease), Investments		1,615,000
Fresh Start Adjustment, Increase (Decrease), Investments Preliminary	[7]	1,618,893
Fresh-Start Adjustment, Increase (Decrease), Other Assets, Noncurrent	[7]	(12,944)
Fresh-Start Adjustment, Increase (Decrease), Other Assets		4,770,545
Fresh-Start Adjustment, Increase (Decrease), Assets		4,622,478
Revaluation of Liabilities | Predecessor
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Current Maturities of Long-term Debt		0
Fresh-Start Adjustment, Increase (Decrease), Accrued Reorganization Costs		0
Fresh-Start Adjustment, Increase (Decrease), Employee-related Liabilities, Current		0
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Current	[7]	(19,272)
Fresh-Start Adjustment, Increase (Decrease), Income Taxes Payable, Current		0
Fresh-Start Adjustment, Increase (Decrease), Deferred Revenue, Current	[7]	(170)
Fresh-Start Adjustment, Increase (Decrease), Accounts Payable, Accrued Expenses and Other Liabilities, Current	[7]	(8,842)
Fresh-Start Adjustment, Increase (Decrease), Current Liabilities		(28,284)
Fresh-Start Adjustment, Increase (Decrease), Long-term Debt		0
Fresh-Start Adjustment, Increase (Decrease), Deferred Income Tax Liabilities, Noncurrent	[7]	969,399
Fresh-Start Adjustment, Increase (Decrease), Program Rights Obligations, Noncurrent	[7]	(7,701)
Fresh-Start Adjustment, Increase (Decrease), Finite-Lived Intangible Liabilities, Net	[7]	227,017
Fresh-Start Adjustment, Increase (Decrease), Pension and Other Postretirement Obligations		0
Fresh-Start Adjustment, Increase (Decrease), Noncurrent Other Obligations	[7]	(13,002)
Fresh-Start Adjustment, Increase (Decrease), Non-current Liabilities		1,175,713
Fresh-Start Adjustment, Increase (Decrease), Liabilities Subject to Compromise		0
Change in Capital Structure | Predecessor
Fresh-Start Adjustment, Increase (Decrease), Liabilities [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Common Shares Held by ESOP, net of Unearned Compensation		0
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity [Abstract]
Fresh-Start Adjustment, Increase (Decrease), Common Stock and Additional Paid-in Capital		0
Retained earnings adjustment		0
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit)	[7]	2,566,925
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)	[7]	908,124
Fresh-Start Adjustment, Increase (Decrease), Common Stock		0
Fresh-Start Adjustment, Increase (Decrease), Additional Paid-in Capital		0
Fresh-Start Adjustment, Increase (Decrease), Stockholders' Equity		3,475,049
Fresh-Start Adjustment, Increase (Decrease), Liabilities and Stockholders' Equity		$ 4,622,478

[1] (1)As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans.

[2] (1)Reflects adjustments arising from implementation of the Plan, including the settlement of prepetition liabilities, the transfer of cash to certain restricted accounts for the limited purpose of funding certain claim payments and professional fees, the cancellation of the Company’s existing common stock and stock purchase warrants and distributions of cash and issuance of Common Stock and Warrants to its creditors. The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes a net pretax gain of $4.739 billion ($4.543 billion after taxes), including a $5 million gain ($9 million loss after taxes) recorded in income (loss) from discontinued operations, net of taxes, to reflect these changes in the Predecessor’s capital structure arising from the implementation of the Plan and is comprised of the following adjustments (in thousands):Liabilities subject to compromise on the Effective Date$13,049,204Less: Liabilities assumed and reinstated on the Effective Date(169,513)Less: Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments(50,488)Liabilities subject to compromise and settled on the Effective Date12,829,203Less: Cash distributions on settled claims(3,515,996)Less: Issuance of Common Stock and Warrants(4,536,000)Gain on settlement of liabilities subject to compromise4,777,207Less: Valuation allowance on non-interest bearing loan to the Litigation Trust(20,000)Less: Professional advisory fees incurred due to emergence from Chapter 11(14,136)Less: Other reorganization adjustments, net(4,372)Total reorganization adjustments before taxes4,738,699Less: Income taxes on reorganization adjustments(195,400)Net reorganization gain after taxes (1)$4,543,299 (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.On the Effective Date, Reorganized Tribune Company assumed and reinstated $170 million of liabilities that were previously classified as liabilities subject to compromise at December 30, 2012 in accordance with the terms of the Plan. Such liabilities included an aggregate of $89 million related to contracts for broadcast rights, income taxes payable of $65 million, and other liabilities of $16 million. Reorganized Tribune Company also reinstated $50 million of prepetition liabilities allowed by the Bankruptcy Court at the expected settlement amount outlined in the Plan that have been or will be settled subsequent to the Effective Date utilizing $187 million in distributable cash that was transferred to certain restricted accounts on the Effective Date (see below).In the aggregate, Reorganized Tribune Company settled $12.829 billion of liabilities subject to compromise for approximately $3.516 billion of cash, approximately 100 million shares of Common Stock and Warrants with a fair value determined pursuant to the Plan of $4.536 billion and interests in the Litigation Trust. This resulted in a pretax gain on settlement of liabilities subject to compromise of $4.777 billion. The cash distributed included $727 million that was classified as restricted cash and cash equivalents in the Predecessor’s Consolidated Balance Sheet at December 30, 2012 and the proceeds from a term loan (see Note 10). In addition, Reorganized Tribune Company transferred $187 million of cash to restricted accounts for the limited purpose of funding certain future claim payments and professional fees. At December 31, 2015, restricted cash held by Reorganized Tribune Company to satisfy the remaining claim obligations was $18 million.On the Effective Date, Reorganized Tribune Company made a non-interest bearing loan of $20 million in cash to the Litigation Trust pursuant to the Litigation Trust Loan Agreement. The Litigation Trust is required to repay to Reorganized Tribune Company the principal balance of the loan with the proceeds received by the Litigation Trust from the pursuit of the Litigation Trust Preserved Causes of Action only after the first $90 million in proceeds, if any, are disbursed to certain holders of interests in the Litigation Trust. Given the uncertainty involved in the Litigation Trust’s pursuit of the preserved causes of action transferred to it and the timing and amount of principal payments to be received on the non-interest bearing loan, Reorganized Tribune Company recorded a valuation allowance of $20 million against the principal balance of the loan and included the $20 million charge to establish the valuation allowance as a pretax charge in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.Reorganization adjustments for December 31, 2012 included a pretax charge of $14 million primarily for professional advisory fees paid to certain of the Predecessor’s professional advisors on the Effective Date. Such fees were contingent upon Reorganized Tribune Company’s successful emergence from Chapter 11. Income taxes attributable to the reorganization totaled $195 million, of which $14 million is included in income (loss) from discontinued operations, net of taxes, and principally related to Reorganized Tribune Company’s conversion from a subchapter S corporation to a C corporation under the IRC as well as the income tax treatment of the implementation of the Plan on the Effective Date, including the cancellation of certain prepetition liabilities (see Note 14 for additional information).

[3] (3)Reflects the conversion of Reorganized Tribune Company from a subchapter S corporation to a C corporation under the IRC.

[4] (5)On the Effective Date, Reorganized Tribune Company entered into a $1.100 billion secured term loan facility, the proceeds of which were used to fund certain required distributions to creditors under the Plan. The secured term loan facility was issued at a discount of 1% of the principal balance totaling $11 million. See the “Exit Financing Facilities” section of Note 10 for further information related to the secured term loan facility. The following table summarizes the amounts included in the Successor’s Consolidated Balance Sheet as of December 31, 2012 related to the secured term loan facility (in thousands):Current portion of term loan: Portion due within one year$8,250Less: Current portion of debt discount(1,407)Current portion of term loan$6,843 Non-current portion of term loan: Issuance of term loan$1,100,000Less: Debt discount of 1%(11,000)Less: Current portion of term loan(6,843)Non-current portion of term loan$1,082,157Prior to the Effective Date, the Predecessor incurred transaction costs totaling $4 million in connection with the Exit Financing Facilities (as defined and described in Note 10). These costs were classified in other assets in the Predecessor’s Consolidated Balance Sheet at December 30, 2012. On the Effective Date, Reorganized Tribune Company incurred additional transaction costs totaling $12 million upon the closing of the Exit Financing Facilities. The Company’s combined transaction costs as of the Effective Date, aggregating $16 million, were scheduled to be amortized to interest expense by Reorganized Tribune Company over the expected terms of the Exit Financing Facilities. On December 27, 2013, the Exit Financing Facilities were extinguished in connection with the Local TV Acquisition (see Notes 5 and 10). As a result, unamortized transaction costs totaling $7 million relating to lenders whose portion of the borrowings under the Exit Financing Facilities was deemed extinguished were written off and included in loss on extinguishment of debt in Reorganized Tribune Company’s Consolidated Statement of Operations for the year ended December 29, 2013.

[5] (4)Reflects the reclassification of certain liabilities from liabilities subject to compromise upon the assumption of certain executory contracts and unexpired leases, including contracts for broadcast rights.

[6] (2)As described in Note 3, in connection with the Debtors’ emergence from Chapter 11, on the Effective Date and in accordance with and subject to the terms of the Plan, (i) the ESOP was deemed terminated in accordance with its terms, (ii) the unpaid principal and interest remaining on the promissory note of the ESOP in favor of the Predecessor was forgiven and (iii) all of the Predecessor’s $0.01 par value common stock held by the ESOP was cancelled, including the 56,521,739 shares held by the ESOP and the 8,294,000 of shares held by the ESOP that were committed for release or allocated to employees at December 30, 2012. In addition, the warrants to purchase 43,478,261 shares of the Predecessor’s $0.01 par value common stock held by the Zell Entity and certain other minority interest holders were cancelled. As a result, the $37 million of common shares held by the ESOP, net of unearned compensation and the $255 million of stock purchase warrants reflected in the Predecessor’s Consolidated Balance Sheet as of December 30, 2012 were eliminated as direct adjustments to retained earnings (deficit) and were not included in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. These direct adjustments to retained earnings (deficit) and the net reorganization gain after taxes of $4.552 billion described in (1) above resulted in a total adjustment to retained earnings (deficit) of $4.835 billion.

[7] (6)The Predecessor’s Consolidated Statement of Operations for December 31, 2012 includes certain adjustments recorded as a result of the adoption of fresh-start reporting in accordance with ASC Topic 852 as of the Effective Date. These fresh-start reporting adjustments resulted in a net pretax gain of $3.372 billion ($2.567 billion after taxes), including a loss of $178 million ($95 million after taxes) reflected in income (loss) from discontinued operations, net of taxes, and primarily resulted from adjusting the Predecessor’s recorded values for certain assets and liabilities to fair values in accordance with ASC Topic 805, recording related adjustments to deferred income taxes, and eliminating the Company’s accumulated other comprehensive income (loss) as of the Effective Date. The fresh-start reporting adjustments included in the Predecessor’s statement of operations for December 31, 2012 consisted of the following items (in thousands):Fair value adjustments to net properties$(116,211)Fair value adjustments to intangibles1,186,701Fair value adjustments to investments1,615,075Fair value adjustments to broadcast rights and other contracts(234,098)Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill1,992,594Other fair value adjustments, net(1,131)Elimination of accumulated other comprehensive income (loss)(1,070,764)Gain from fresh-start reporting adjustments before taxes3,372,166Less: Income taxes attributable to fair value adjustments(805,241)Net gain from fresh-start reporting adjustments after taxes (1)$2,566,925 (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.Property, Plant and Equipment—Property, plant and equipment was adjusted to a fair value aggregating $877 million as of the Effective Date. The fair values of property, plant and equipment were based primarily on valuations obtained from third party valuation specialists principally utilizing the cost and market valuation approaches.Fresh-start reporting adjustments included the elimination of the Predecessor’s aggregate accumulated depreciation balance as of December 30, 2012.Identifiable Intangible Assets—The following intangible assets were identified by Reorganized Tribune Company and recorded at fair value based on valuations obtained from third party valuation specialists: newspaper mastheads, FCC licenses, trade name, multi-system cable operator relationships, advertiser relationships, network affiliation agreements, retransmission consent agreements, database systems, customer relationships, advertiser backlogs, operating lease agreements, affiliate agreements, broadcast rights contracts, and other contracts and agreements, including real property leases. The cost, income and market valuation approaches were utilized, as appropriate, to estimate the fair values of these intangible assets. The determination of the fair values of these identifiable intangible assets resulted in a $1.187 billion net increase in intangible assets and a $227 million unfavorable contract intangible liability in the Successor’s Consolidated Balance Sheet at December 31, 2012. The contract intangible liability of $227 million includes $226 million related to net unfavorable broadcast rights contracts and approximately $1 million related to net unfavorable operating lease contracts.Investments—Reorganized Tribune Company’s investments were adjusted to a fair value aggregating $2.224 billion as of the Effective Date. The fair value of Reorganized Tribune Company’s investments was estimated based on valuations obtained from third parties primarily using the market approach. Of the total fresh-start reporting adjustments relating to investments, $1.108 billion is attributable to Reorganized Tribune Company’s share of theoretical increases in the fair value of amortizable intangible assets had the fair value of the investments been allocated to identifiable intangible assets of the investees in accordance with ASC Topic 805. The differences between the fair value and carrying value of these intangible assets of the investees will be amortized into income on equity investments, net in Reorganized Tribune Company’s statement of operations in future periods.Accumulated Other Comprehensive Income (Loss)—As indicated above, amounts included in the Predecessor’s accumulated other comprehensive income (loss) at December 30, 2012 were eliminated. As a result, the Company recorded $1.104 billion of previously unrecognized cumulative pretax losses in reorganization items, net and a related income tax benefit of $169 million in the Predecessor’s Consolidated Statement of Operations for December 31, 2012, exclusive of $27 million reflected in income (loss) from discontinued operations, net of taxes.

[8] (7)As a result of adopting fresh-start reporting, Reorganized Tribune Company established goodwill of $2.402 billion, which represents the excess of reorganization value over amounts assigned to all other assets and liabilities. The following table presents a reconciliation of the enterprise value attributed to Reorganized Tribune Company’s net assets, a determination of the total reorganization value to be allocated to Reorganized Tribune Company’s net assets and the determination of goodwill (in thousands):Determination of goodwill: Enterprise value of Reorganized Tribune Company$5,194,426Plus: Cash and cash equivalents430,574Plus: Fair value of liabilities (excluding debt)3,048,280Total reorganization value to be allocated to assets8,673,280Less: Fair value assigned to tangible and identifiable intangible assets(6,271,254)Reorganization value allocated to goodwill$2,402,026Predecessor liabilities at December 30, 2012 of $1.901 billion were also adjusted to fair value in the application of fresh-start reporting resulting in a net increase in liabilities of $1.147 billion (excluding the impact of the new term loan). Increases included the $969 million of deferred income taxes attributable to fair value adjustments and the $227 million contract intangible liability discussed above. These increases were partially offset by reductions in certain other liabilities, including reductions related to real estate lease obligations.

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Fresh-Start Reporting - Adjustments from Plan Implementation (Details) - Predecessor - USD ($) $ in Thousands		Dec. 31, 2012	Dec. 30, 2012
Fresh-Start Adjustment [Line Items]
Liabilities subject to compromise on the Effective Date		$ 13,049,204	$ 13,049,204
Liabilities assumed and reinstated on the Effective Date		(169,513)
Liabilities for prepetition claims to be settled subsequent to the Effective Date and other adjustments		(50,488)
Liabilities subject to compromise and settled on the Effective Date		12,829,203
Cash distributions on settled claims		(3,515,996)
Issuance of Common Stock and Warrants		(4,536,000)
Gain on settlement of liabilities subject to compromise		4,777,207
Valuation allowance on non-interest bearing loan to the Litigation Trust		(20,000)
Professional advisory fees incurred due to emergence from Chapter 11		(14,136)
Other reorganization adjustments, net		(4,372)
Total reorganization adjustments before taxes		4,738,699
Income taxes on reorganization adjustments		(195,400)
Net reorganization gain after taxes	[1]	4,543,299
Gain (loss) reflected in discontinued operations		$ (9,000)

[1] (1)Net reorganization gain after taxes includes a $9 million loss reflected in income (loss) from discontinued operations, net of taxes.

XML

Fresh-Start Reporting - Secured Term Loan Facility (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014	Dec. 31, 2012
Fresh-Start Adjustment [Line Items]
Current portion of term loan	$ 26,479	$ 4,088
Debt Discount of 1%	(7,117)
Current portion of term loan	(26,479)	(4,088)
Non-current portion of term loan	$ 3,452,544	$ 3,490,897
Term Loan Facility | Exit Financing Facilities
Fresh-Start Adjustment [Line Items]
Issuance of term loan			$ 1,100,000
Debt Discount of 1%			$ (11,000)
Unamortized discount, percentage of principal amount			1.00%
Term Loan Facility | Exit Financing Facilities | Successor
Fresh-Start Adjustment [Line Items]
Portion due within one year			$ 8,250
Current portion of debt discount			(1,407)
Current portion of term loan			6,843
Issuance of term loan			1,100,000
Debt Discount of 1%			(11,000)
Current portion of term loan			(6,843)
Non-current portion of term loan			$ 1,082,157

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Fresh-Start Reporting - Reporting Adjustments Included in Statement of Operations (Details) - Predecessor $ in Thousands	Dec. 31, 2012 USD ($)
Fresh-Start Adjustment [Line Items]
Fair value adjustments to net properties	$ (116,211)
Fair value adjustments to intangibles	1,186,701
Fair value adjustments to investments	1,615,075
Fair value adjustments to broadcast rights and other contracts	(234,098)
Write-off of Predecessor’s existing goodwill and establish Successor’s goodwill	1,992,594
Other fair value adjustments, net	(1,131)
Elimination of accumulated other comprehensive income (loss)	(1,070,764)
Gain from fresh-start reporting adjustments before taxes	3,372,166
Income taxes attributable to fair value adjustments	(805,241)
Net gain from fresh-start reporting adjustments after taxes	$ 2,566,925	[1]

[1] (1) Net gain from fresh-start reporting adjustments after taxes includes a $95 million loss reflected in income (loss) from discontinued operations, net of taxes.

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Fresh-Start Reporting - Determination of Goodwill (Details) - Successor $ in Thousands	Dec. 31, 2012 USD ($)
Fresh-Start Adjustment [Line Items]
Enterprise value of Reorganized Tribune Company	$ 5,194,426
Cash and cash equivalents	430,574
Fair value of liabilities (excluding debt)	3,048,280
Total reorganization value to be allocated to assets	8,673,280
Fair value assigned to tangible and identifiable intangible assets	(6,271,254)
Reorganization value allocated to goodwill	$ 2,402,026

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Acquisitions - Narrative (Details) project in Thousands, $ in Thousands, set_up_box in Millions, professional in Millions								1 Months Ended	3 Months Ended									6 Months Ended	12 Months Ended
	Oct. 01, 2014 USD ($) television_channel	Aug. 29, 2014 USD ($) professional project	Jul. 04, 2014 USD ($) television_channel set_up_box country	May. 07, 2014 USD ($)	May. 01, 2014 USD ($)	Jan. 31, 2014 USD ($)	Dec. 27, 2013 USD ($) station	May. 31, 2015 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 29, 2015 USD ($)	Dec. 28, 2014 USD ($)	Sep. 28, 2014 USD ($)	Jun. 29, 2014 USD ($)	Mar. 30, 2014 USD ($)	Dec. 29, 2013 USD ($)	Mar. 30, 2014 USD ($)	Dec. 31, 2015 USD ($)		Dec. 28, 2014 USD ($)		Dec. 29, 2013 USD ($)		May. 06, 2014
Business Acquisition [Line Items]
Net cash																			$ 74,959		$ 279,833		$ 2,550,410
Operating Revenues									$ 547,605	$ 488,594	$ 501,524	$ 472,737	$ 553,420	$ 474,858	$ 474,979	$ 446,102			2,010,460	[1]	1,949,359	[1]	1,147,240	[1]
Total operating profit									$ (382,216)	$ 38,808	19,784	$ 60,935	$ 163,444	55,285	$ 32,193	50,260			(262,689)	[1],[2]	301,182	[1],[2]	199,040	[1],[2]
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Minimum annual cumulative net cash flow guaranteed to Dreamcatcher							$ 200
Operating Revenues																			65,000		67,000
Total operating profit																			12,000		13,000
Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Net cash								$ 69,849
Transaction costs incurred																			$ 3,000
Definite-lived intangible assets useful life, years								12 years
Cash paid for acquisition								$ 71,768
Infostrada, SportsDirect, Covers, Enswers | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years								11 years
Infostrada, SportsDirect, Covers, Enswers | Content database
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years								14 years
Infostrada, SportsDirect, Covers, Enswers | Technologies
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years								8 years
Infostrada, SportsDirect, Covers, Enswers | Trade names and trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years								15 years
Infostrada, SportsDirect, Covers, Enswers | Noncompete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years								5 years
HWW
Business Acquisition [Line Items]
Net cash	$ 18,249
Transaction costs incurred																					1,000
Definite-lived intangible assets useful life, years	8 years
Number of national and local TV channels in Australia acquired | television_channel	500
Cash paid for acquisition	$ 18,425
HWW | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	12 years
HWW | Content database
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	5 years
HWW | Technologies
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years
Baseline, LLC
Business Acquisition [Line Items]
Net cash		$ 48,788
Transaction costs incurred														$ 1,000
Definite-lived intangible assets useful life, years		11 years
Movie and TV project information acquired | project		300
Number of TV and film professionals information acquired | professional		1.5
Period of deductible purchase price		15 years
Cash paid for acquisition		$ 48,988
Baseline, LLC | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years		6 years
Baseline, LLC | Content database
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years		15 years
Baseline, LLC | Technologies
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years		7 years
Baseline, LLC | Trade names and trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years		5 years
What's On India Media Private Limited
Business Acquisition [Line Items]
Net cash			$ 21,000
Transaction costs incurred																					1,000
Definite-lived intangible assets useful life, years			10 years
Total purchase price for acquisition			$ 26,825
NPV of deferred payments			5,625
Possible additional payments to selling management shareholders			$ 4,000
Business Combination, Consideration Transferred, Additional Payment Made											$ 4,000
Number of countries offered EPG data and TV search products | country			16
Number of television channels | television_channel			1,600
Number of set-top boxes | set_up_box			58
Cash paid for acquisition			$ 23,403
What's On India Media Private Limited | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years			7 years
What's On India Media Private Limited | Content database
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years			13 years
What's On India Media Private Limited | Technologies
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years			7 years
What's On India Media Private Limited | Trade names and trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years			3 years
What's On India Media Private Limited | Noncompete Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years			5 years
Gracenote, Inc.
Business Acquisition [Line Items]
Net cash						$ 157,814
Transaction costs incurred																$ 3,000	$ 1,000	$ 4,000
Definite-lived intangible assets useful life, years						11 years
Cash paid for acquisition						$ 160,867
Gracenote, Inc. | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years						10 years
Gracenote, Inc. | Content database
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years						13 years
Gracenote, Inc. | Technologies
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years						8 years
Gracenote, Inc. | Trade names and trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years						15 years
Local TV
Business Acquisition [Line Items]
Net cash							$ 2,750,534
Transaction costs incurred																							$ 17,000
Definite-lived intangible assets useful life, years							9 years
Cash paid for acquisition							$ 2,816,101
Number of television stations | station							16
Local TV | Broadcast rights intangible liabilities
Business Acquisition [Line Items]
Definite-lived intangible liabilities useful life, years							7 years
Local TV | Denver, Cleveland, St. Louis, Kansas City, Salt Lake City, Milwaukee, and High Point/Greensboro/Winston-Salem
Business Acquisition [Line Items]
Number of television stations | station							7
Local TV | Memphis, Richmond, Huntsville, and Fort Smith
Business Acquisition [Line Items]
Number of television stations | station							4
Local TV | Davenport/Moline
Business Acquisition [Line Items]
Number of television stations | station							1
Local TV | Des Moines and Oklahoma City
Business Acquisition [Line Items]
Number of television stations | station							2
Local TV | Fort Smith and Oklahoma City
Business Acquisition [Line Items]
Number of television stations | station							2
Local TV | Network Affiliation Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years							9 years
Local TV | Retransmission Consent Agreements
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years							10 years
Local TV | Advertiser Backlog
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years							1 year
Local TV | Other Intangible Assets
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years							4 years
Dreamcatcher Stations | Dreamcatcher
Business Acquisition [Line Items]
Total purchase price for acquisition							$ 27,000
Landmark Acquisition Distributed in Spin-off
Business Acquisition [Line Items]
Net cash					$ 28,981
Definite-lived intangible assets useful life, years					15 years
Period of deductible purchase price					15 years
Cash paid for acquisition					$ 28,983
Transaction costs reflected in discontinued operations																					400
Landmark Acquisition Distributed in Spin-off | Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years					7 years
Landmark Acquisition Distributed in Spin-off | Trade names and trademarks
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years					20 years
Landmark Acquisition Distributed in Spin-off | Advertiser Relationships
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years					12 years
McClatchy Tribune Information Services
Business Acquisition [Line Items]
NPV of deferred payments				$ 4,000
Cash paid for acquisition				$ 1,000
Outstanding general partnership interests acquired, percent				50.00%
Interest in McClatchy/Tribune Information Services, percent																									50.00%
Fair value of the preexisting equity interest in MCT																					3,000
Remeasurement gain recognized in discontinued operations																					$ 1,000

[1] (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

[2] (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

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Acquisitions - 2015 Acquisitions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	May. 31, 2015	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash		$ 74,959	$ 279,833	$ 2,550,410
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Cash	$ 71,768
Cash acquired	(1,919)
Net cash	69,849
Restricted cash and cash equivalents	404
Accounts receivable and other current assets	2,481
Property and equipment	805
Deferred income tax assets	3,816
Other long term assets	157
Accounts payable and other current liabilities	(1,507)
Deferred revenue	(339)
Deferred tax liabilities	(10,097)
Other liabilities	(477)
Total identifiable net assets	39,343
Goodwill	30,506
Total net assets acquired	$ 69,849
Definite-lived intangible assets useful life, years	12 years
Customer relationships | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 17,000
Definite-lived intangible assets useful life, years	11 years
Content database | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 13,900
Definite-lived intangible assets useful life, years	14 years
Technologies | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 6,900
Definite-lived intangible assets useful life, years	8 years
Trade names and trademarks | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 5,200
Definite-lived intangible assets useful life, years	15 years
Noncompete Agreements | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 1,100
Definite-lived intangible assets useful life, years	5 years
Minimum | Customer relationships | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	6 years
Minimum | Content database | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	10 years
Minimum | Technologies | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	4 years
Maximum | Customer relationships | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	16 years
Maximum | Content database | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	16 years
Maximum | Technologies | Infostrada, SportsDirect, Covers, Enswers
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	10 years

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Acquisitions - HWW (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 01, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash		$ 74,959	$ 279,833	$ 2,550,410
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
HWW
Business Acquisition [Line Items]
Cash	$ 18,425
Cash acquired	(176)
Net cash	18,249
Accounts receivable and other current assets	780
Property and equipment	40
Accounts payable and other current liabilities	(147)
Deferred revenue	(267)
Deferred income taxes	(2,550)
Other liabilities	(45)
Total identifiable net assets	6,311
Goodwill	11,938
Total net assets acquired	$ 18,249
Definite-lived intangible assets useful life, years	8 years
Technologies | HWW
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 3,600
Definite-lived intangible assets useful life, years	7 years
Customer relationships | HWW
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 2,500
Definite-lived intangible assets useful life, years	12 years
Content database | HWW
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 2,400
Definite-lived intangible assets useful life, years	5 years

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Acquisitions - Basline (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 29, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash		$ 74,959	$ 279,833	$ 2,550,410
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
Baseline, LLC
Business Acquisition [Line Items]
Cash	$ 48,988
Cash acquired	(200)
Net cash	48,788
Accounts receivable and other current assets	1,362
Other long term assets	23
Property and equipment	153
Accounts payable and other current liabilities	(561)
Deferred revenue	(700)
Total identifiable net assets	26,077
Goodwill	22,711
Total net assets acquired	$ 48,788
Definite-lived intangible assets useful life, years	11 years
Trade names and trademarks | Baseline, LLC
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 1,000
Definite-lived intangible assets useful life, years	5 years
Technologies | Baseline, LLC
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 3,200
Definite-lived intangible assets useful life, years	7 years
Customer relationships | Baseline, LLC
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 7,600
Definite-lived intangible assets useful life, years	6 years
Content database | Baseline, LLC
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 14,000
Definite-lived intangible assets useful life, years	15 years
Minimum | Trade names and trademarks | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	3 years
Minimum | Technologies | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	6 years
Minimum | Customer relationships | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	6 years
Maximum | Trade names and trademarks | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	5 years
Maximum | Technologies | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years
Maximum | Customer relationships | Baseline, LLC
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years

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Acquisitions - What's On (Details) - USD ($) $ in Thousands	Jul. 04, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
What's On India Media Private Limited
Business Acquisition [Line Items]
Cash	$ 23,403
Cash acquired	(2,203)
NPV of deferred payments	5,625
Net consideration	26,825
Accounts receivable and other current assets	1,407
Other long term assets	1,009
Property and equipment	163
Accounts payable and other current liabilities	(1,437)
Deferred income taxes	4,393
Total identifiable net assets	11,149
Goodwill	15,676
Total net assets acquired	$ 26,825
Definite-lived intangible assets useful life, years	10 years
Trade names and trademarks | What's On India Media Private Limited
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 200
Definite-lived intangible assets useful life, years	3 years
Technologies | What's On India Media Private Limited
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 3,100
Definite-lived intangible assets useful life, years	7 years
Customer relationships | What's On India Media Private Limited
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 2,800
Definite-lived intangible assets useful life, years	7 years
Noncompete Agreements | What's On India Media Private Limited
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 600
Definite-lived intangible assets useful life, years	5 years
Content database | What's On India Media Private Limited
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 7,700
Definite-lived intangible assets useful life, years	13 years
Minimum | Technologies | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	6 years
Minimum | Customer relationships | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	6 years
Minimum | Content database | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	13 years
Maximum | Technologies | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years
Maximum | Customer relationships | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years
Maximum | Content database | What's On India Media Private Limited
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	14 years

XML

Acquisitions - Gracenote (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 31, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash		$ 74,959	$ 279,833	$ 2,550,410
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
Gracenote, Inc.
Business Acquisition [Line Items]
Cash	$ 160,867
Cash acquired	3,053
Net cash	157,814
Restricted cash and cash equivalents	5,283
Accounts receivable and other current assets	26,143
Property and equipment	10,659
Deferred income tax assets	7,159
Other long term assets	396
Accounts payable and other current liabilities	(22,299)
Deferred tax liabilities	(41,121)
Other liabilities	(7,489)
Total identifiable net assets	91,431
Goodwill	66,383
Total net assets acquired	$ 157,814
Definite-lived intangible assets useful life, years	11 years
Trade names and trademarks | Gracenote, Inc.
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 8,100
Definite-lived intangible assets useful life, years	15 years
Technologies | Gracenote, Inc.
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 30,100
Definite-lived intangible assets useful life, years	8 years
Customer relationships | Gracenote, Inc.
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 33,100
Definite-lived intangible assets useful life, years	10 years
Content database | Gracenote, Inc.
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 41,400
Definite-lived intangible assets useful life, years	13 years
Minimum | Technologies | Gracenote, Inc.
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	7 years
Minimum | Customer relationships | Gracenote, Inc.
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	5 years
Maximum | Technologies | Gracenote, Inc.
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	10 years
Maximum | Customer relationships | Gracenote, Inc.
Business Acquisition [Line Items]
Definite-lived intangible assets useful life, years	10 years

XML

Acquisitions - Local TV (Details) - USD ($) $ in Thousands			12 Months Ended
		Dec. 27, 2013	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash			$ 74,959	$ 279,833	$ 2,550,410
Goodwill			$ 3,561,812	$ 3,918,136	$ 3,815,196
Senior Notes | Senior 9.25 and 10 Percent Toggle Notes Due 2015
Business Acquisition [Line Items]
Cash deposit		$ 202,000
Local TV
Business Acquisition [Line Items]
Cash		2,816,101
Cash acquired		(65,567)
Net cash		2,750,534
Restricted cash and cash equivalents	[1]	201,922
Accounts receivable and other current assets		137,377
Property and equipment		170,795
Broadcast rights		26,468
Other long term assets		5
Accounts payable and other current liabilities		(50,249)
Senior Toggle Notes		(172,237)
Contracts payable for broadcast rights		(34,732)
Broadcast rights intangible liabilities		(9,000)
Deferred income taxes		20,238
Other liabilities		(1,185)
Total identifiable net assets		1,338,384
Goodwill		1,412,150
Total net assets acquired		2,750,534
Local TV | Broadcast rights intangible liabilities
Business Acquisition [Line Items]
Broadcast rights intangible liabilities		(9,344)
Local TV | Network Affiliation Agreements
Business Acquisition [Line Items]
Intangible assets subject to amortization		225,400
Local TV | Advertiser Backlog
Business Acquisition [Line Items]
Intangible assets subject to amortization		29,290
Local TV | Retransmission Consent Agreements
Business Acquisition [Line Items]
Intangible assets subject to amortization		707,000
Local TV | Broadcast Rights Intangible Assets
Business Acquisition [Line Items]
Intangible assets subject to amortization		1,187
Local TV | FCC licenses
Business Acquisition [Line Items]
FCC licenses		$ 126,925

[1] As further described in Note 10, on December 27, 2013, the Company deposited $202 million with the Trustee together with irrevocable instructions to apply the deposited money to the full repayment of the Senior Toggle Notes. The Senior Toggle Notes were fully repaid on January 27, 2014 through the use of the deposited funds held by the Trustee, including amounts owed to the Company’s subsidiary.

XML

Acquisitions - Dreamcatcher (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Business Acquisition [Line Items]
Property, plant and equipment, net	$ 657,857	$ 850,597
Broadcast rights	203,422	157,014
Other intangible assets, net	2,240,199	2,397,794
Other	174,178	189,254
Total Assets	9,758,535	11,396,455
Long-term debt	3,452,544	3,490,897
Other obligations	71,776	64,917
Total Liabilities	5,926,813	6,201,024
Dreamcatcher Stations | Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Property, plant and equipment, net	371	999
Broadcast rights	2,748	2,869
Other intangible assets, net	92,970	103,500
Other	111	124
Total Assets	96,200	107,492
Debt due within one year	4,037	4,034
Contracts payable for broadcast rights	3,016	6,552
Long-term debt	14,831	19,880
Other obligations	55	157
Total Liabilities	$ 21,939	$ 30,623

XML

Acquisitions - Other (Details) - Other Acquisitions - USD ($) $ in Thousands		12 Months Ended
		Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Fair value of assets acquired	[1]	$ 2,000	$ 3,095
Liabilities assumed		0	1,297
Cash		$ 2,000	$ 1,798

[1] (1)Includes intangible assets, net of acquisition-related deferred taxes.

XML

Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013
Business Combinations [Abstract]
Total revenues	$ 1,961,788	$ 1,814,545
Income from continuing operations	$ 466,690	$ 146,938
Basic earnings per common share from continuing operations	$ 4.66	$ 1.47
Diluted earnings per common share from continuing operations	$ 4.65	$ 1.47

XML

Acquisitions - Landmark (Details) - USD ($) $ in Thousands		12 Months Ended
	May. 01, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash		$ 74,959	$ 279,833	$ 2,550,410
Goodwill		$ 3,561,812	$ 3,918,136	$ 3,815,196
Landmark Acquisition Distributed in Spin-off
Business Acquisition [Line Items]
Cash	$ 28,983
Cash acquired	(2)
Net cash	28,981
Accounts receivable and other current assets	2,942
Property and equipment	560
Accounts payable and other current liabilities	(3,961)
Total identifiable net assets	16,041
Goodwill	12,940
Total net assets acquired	$ 28,981
Definite-lived intangible assets useful life, years	15 years
Trade names and trademarks | Landmark Acquisition Distributed in Spin-off
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 7,500
Definite-lived intangible assets useful life, years	20 years
Advertiser Relationships | Landmark Acquisition Distributed in Spin-off
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 6,500
Definite-lived intangible assets useful life, years	12 years
Customer relationships | Landmark Acquisition Distributed in Spin-off
Business Acquisition [Line Items]
Intangible assets subject to amortization	$ 2,500
Definite-lived intangible assets useful life, years	7 years

XML

Acquisitions - Other Distributed in Spin-off (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Business Acquisition [Line Items]
Net cash	$ 74,959	$ 279,833	$ 2,550,410
Other Acquisitions Distributed in Spin-off
Business Acquisition [Line Items]
Fair value of assets acquired		11,292
Liabilities assumed		(800)
Total identifiable net assets		10,492
Fair value of non-cash and contingent consideration		(4,439)
Fair value of the preexisting equity interest in MCT		(2,752)
Net cash		$ 3,301

XML

Changes in Operations and Non-operating Items Changes in Accrued Liability for Severance and Related Expenses (Details) - Employee Severance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014
Severance and Related Activity Liability [Roll Forward]
Beginning of Period	$ 2,613	$ 11,640
Additions	5,943	12,176
Payments	4,103	15,895
Liability distributed in Publishing Spin-Off		(5,308)
End of Period	$ 4,453	$ 2,613

XML

Changes in Operations and Non-operating Items Non-Operating Items (Details) - USD ($) $ in Thousands		3 Months Ended																12 Months Ended
		Dec. 31, 2015		Sep. 30, 2015		Jun. 30, 2015		Mar. 29, 2015		Dec. 28, 2014		Sep. 28, 2014		Jun. 29, 2014		Mar. 30, 2014		Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
Schedule of Other Nonoperating Income (Expense) [Line Items]
Loss on extinguishment of debt		$ 0		$ 0		$ (37,040)		$ 0										$ (37,040)
Gain on investment transactions, net		103	[1]	3,250	[1]	8,133	[1]	687	[1]	$ 371,783	[1]	$ 2	[1]	$ 700	[1]	$ 0	[1]	12,173	[1]	$ 372,485	[1]	$ 150
Other non-operating gain (loss), net	[1]	$ 5,623		$ 2,306		$ 211		$ 0		$ (3,734)		$ 68		$ (1,295)		$ 157		8,140		(4,804)
Successor
Schedule of Other Nonoperating Income (Expense) [Line Items]
Loss on extinguishment of debt																		(37,040)		0		(28,380)
Gain on investment transactions, net																		12,173		372,485		150
Other non-operating gain (loss), net																		8,140		(4,804)		(1,492)
Nonoperating Income (Expense)																		$ (16,727)		$ 367,681		$ (29,722)

[1] See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

XML

Changes in Operations and Non-operating Items Narrative (Details) $ in Thousands			3 Months Ended				9 Months Ended	12 Months Ended
	Apr. 02, 2015 USD ($)	Oct. 01, 2014 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 29, 2015 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($) employee_position	Dec. 28, 2014 USD ($) Investment employee_position	Dec. 29, 2013 USD ($) employee_position	Sep. 02, 2015	Jul. 29, 2008
Schedule of Other Nonoperating Income (Expense) [Line Items]
Write-off of unamortized debt issuance costs and discounts			$ 0	$ 0	$ 37,040	$ 0		$ 37,040
Workers Compensation Reserve Adjustment								9,000
Non-cash pretax charge to write down assets								(2,000)	$ (3,000)
Number of equity method investments | Investment									1
Newsday LLC
Schedule of Other Nonoperating Income (Expense) [Line Items]
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments							$ 3,000	3,000
Investment ownership, percentage											3.00%	3.00%
Classified Ventures LLC
Schedule of Other Nonoperating Income (Expense) [Line Items]
Pretax gain on sale of equity method investment								8,000	$ 372,000
Ownership in equity method investment, percent		27.80%
Company's portion of proceeds from sale of equity method investments	$ 8,000	$ 686,000
Company's portion of proceeds from sale of equity method investment held in escrow		$ 28,000
Successor
Schedule of Other Nonoperating Income (Expense) [Line Items]
Write-off of unamortized debt issuance costs and discounts								37,040	0	$ 28,380
Senior Secured Credit Agreement | Term Loan Facility
Schedule of Other Nonoperating Income (Expense) [Line Items]
Write-off of unamortized debt issuance costs and discounts								$ 30,000
Write off of Unamortized Debt Discount and Debt Issuance Costs										17,000
Exit Financing Facilities | Term Loan Facility
Schedule of Other Nonoperating Income (Expense) [Line Items]
Write-off of unamortized debt issuance costs and discounts									$ 28,380
Gains (Losses) on Extinguishment of Debt, before Write off of Deferred Debt Issuance Cost										$ (11,000)
Employee Severance
Schedule of Other Nonoperating Income (Expense) [Line Items]
Severance Activities, Number of Positions Eliminated | employee_position								105	230	60
Severance Costs								$ 6,000	$ 7,000	$ 3,000
Severance and Related Activity Liability			$ 4,453					4,453	2,613	11,640
Employee Severance | Operating Segments | Television and Entertainment
Schedule of Other Nonoperating Income (Expense) [Line Items]
Severance Costs								2,000	2,000	2,000
Employee Severance | Operating Segments | Digital and Data
Schedule of Other Nonoperating Income (Expense) [Line Items]
Severance Costs								1,000	4,000	0
Employee Severance | Operating Segments | Corporate and Other
Schedule of Other Nonoperating Income (Expense) [Line Items]
Severance Costs								$ 3,000	1,000	1,000
Discontinued Operations | Employee Severance
Schedule of Other Nonoperating Income (Expense) [Line Items]
Severance Costs									$ 6,000	$ 17,000

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Assets Held For Sale and Sales of Real Estate Assets Table (Details) - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 28, 2014
Assets Held-for-sale, Not Part of Disposal Group [Abstract]
Assets held for sale	[1]	$ 206,422	$ 5,645

[1] (6)See Note 7 for information regarding assets held for sale.

XML

Assets Held For Sale and Sales of Real Estate Assets (Details) $ in Thousands		12 Months Ended
		Dec. 31, 2015 USD ($)	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)
Assets held for sale	[1]	$ 206,422	$ 5,645
Impairment of Long-Lived Assets to be Disposed of		7,000	$ 4,000
Number of properties sold			3
Proceeds from sales of real estate		4,930	$ 49,870	$ 10,739
Gain (Loss) on Sale of Properties		(1,000)	$ 1,000
Assets Held for Sale, Number of Properties Sold			2
LA Times Square North Block [Member]
Real Estate Held-for-sale		41,000
Tribune Tower [Member]
Real Estate Held-for-sale		107,000
Olympic Plant [Member]
Real Estate Held-for-sale		$ 58,000
Baltimore Property [Member]
Proceeds from sales of real estate			$ 45,000
Gain (Loss) on Sale of Properties			21,000
Idle Properties [Member]
Proceeds from sales of real estate			$ 5,000

[1] (6)See Note 7 for information regarding assets held for sale.

XML

Goodwill, Other Intangible Assets and Intangible Liabilities - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 27, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2016	$ 198,000
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2017	198,000
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2018	197,000
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2019	169,000
Amortization expense of amortizable intangible assets, excluding lease contract intangible assets, 2020	161,000
Amortization expense of broadcast rights contract intangible assets and liabilities, 2016	11,000
Amortization expense of broadcast rights contract intangible assets and liabilities, 2017	1,000
Amortization expense of broadcast rights contract intangible assets and liabilities, 2018	1,000
Amortization expense of broadcast rights contract intangible assets and liabilities, 2019	140
Amortization expense of broadcast rights contract intangible assets and liabilities, 2020	177
Impairment charge, goodwill	381,000	$ 0	$ 0
Impairment charge. FCC licenses	4,000
FCC licenses
Finite-Lived Intangible Assets [Line Items]
Impairment charge. FCC licenses	$ 4,000	$ 0	$ 1,000
Fair value inputs, average revenue share period (years)	4 years
Level 3 | FCC licenses
Finite-Lived Intangible Assets [Line Items]
Discount rate, percent	10.00%
Level 3 | FCC licenses | Minimum
Finite-Lived Intangible Assets [Line Items]
Terminal growth range, percent	1.75%
Level 3 | FCC licenses | Maximum
Finite-Lived Intangible Assets [Line Items]
Terminal growth range, percent	2.25%
Local TV
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Broadcast rights intangible liabilities				$ 9,000
Television and Entertainment
Finite-Lived Intangible Assets [Line Items]
Impairment charge, goodwill	$ 381,000
Broadcast rights intangible liabilities | Local TV
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Broadcast rights intangible liabilities				$ 9,344
Successor
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Contract intangible liability, net					$ 227,017
Successor | Broadcast rights intangible liabilities
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Contract intangible liability, net					$ 226,000
Goodwill | Level 3
Finite-Lived Intangible Assets [Line Items]
Fair value input, Projected cash flows	10 years
Discount rate, percent	10.50%
Terminal growth range, percent	2.00%

XML

Goodwill, Other Intangible Assets and Intangible Liabilities - Goodwill, other Intangible Assets and Intangible Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 1,898,427	$ 1,855,483
Finite-Lived Intangible Assets, Accumulated Amortization	(455,628)	(259,089)
Finite-Lived Intangible Assets, Net	1,442,799	1,596,394	$ 1,683,343
Other intangible assets not subject to amortization	797,400	801,400	833,200
Total other intangible assets, net	2,240,199	2,397,794
Goodwill	3,561,812	3,918,136	3,815,196
Total goodwill and other intangible assets	5,802,011	6,315,930
Television and Entertainment
Finite-Lived Intangible Assets [Line Items]
Goodwill	723,351
Television and Entertainment | Continuing Operations
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Net	1,185,215	1,352,867	1,551,599
Other intangible assets not subject to amortization	797,400	801,400	801,400
Goodwill	3,220,300	3,601,300	3,601,300
Total goodwill and other intangible assets	5,202,915
Digital and Data | Continuing Operations
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Net	257,584	243,527	103,062
Other intangible assets not subject to amortization	0	0	0
Goodwill	341,512	316,836	$ 198,565
Total goodwill and other intangible assets	599,096
FCC licenses
Finite-Lived Intangible Assets [Line Items]
Other intangible assets not subject to amortization	782,600	786,600
Trade name
Finite-Lived Intangible Assets [Line Items]
Other intangible assets not subject to amortization	14,800	14,800
Affiliate relationships
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	212,000	212,000
Finite-Lived Intangible Assets, Accumulated Amortization	(39,750)	(26,500)
Finite-Lived Intangible Assets, Net	$ 172,250	185,500
Affiliate relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	16 years
Affiliate relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	16 years
Advertiser relationships
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 168,000	168,000
Finite-Lived Intangible Assets, Accumulated Amortization	(63,000)	(42,000)
Finite-Lived Intangible Assets, Net	$ 105,000	126,000
Advertiser relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	8 years
Advertiser relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	8 years
Network affiliation agreements
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 362,000	362,000
Finite-Lived Intangible Assets, Accumulated Amortization	(92,113)	(50,485)
Finite-Lived Intangible Assets, Net	$ 269,887	311,515
Network affiliation agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	5 years
Network affiliation agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	16 years
Retransmission consent agreements
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 830,100	830,100
Finite-Lived Intangible Assets, Accumulated Amortization	(196,955)	(106,897)
Finite-Lived Intangible Assets, Net	$ 633,145	723,203
Retransmission consent agreements | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	7 years
Retransmission consent agreements | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	12 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 114,827	99,528
Finite-Lived Intangible Assets, Accumulated Amortization	(23,315)	(12,632)
Finite-Lived Intangible Assets, Net	$ 91,512	86,896
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	3 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	16 years
Content databases
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 134,299	122,400
Finite-Lived Intangible Assets, Accumulated Amortization	(23,623)	(13,001)
Finite-Lived Intangible Assets, Net	$ 110,676	109,399
Content databases | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	5 years
Content databases | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	16 years
Other technology
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 47,011	41,385
Finite-Lived Intangible Assets, Accumulated Amortization	(9,733)	(4,022)
Finite-Lived Intangible Assets, Net	$ 37,278	37,363
Other technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	4 years
Other technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	10 years
Trade names and trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 13,853	9,300
Finite-Lived Intangible Assets, Accumulated Amortization	(1,625)	(597)
Finite-Lived Intangible Assets, Net	$ 12,228	8,703
Trade names and trademarks | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	3 years
Trade names and trademarks | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	15 years
Other
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	3 years
Finite-Lived Intangible Assets, Gross	$ 16,337	10,770
Finite-Lived Intangible Assets, Accumulated Amortization	(5,514)	(2,955)
Finite-Lived Intangible Assets, Net	$ 10,823	$ 7,815
Other | Minimum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	3 years
Other | Maximum
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life (years)	11 years

XML

Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Finite-lived Intangible Assets [Roll Forward]
Finite-Lived Intangible Assets, Net		$ 1,596,394	$ 1,683,343
Finite-lived Intangible Assets Acquired	[1]	49,100	178,909
Amortization of Intangible Assets	[2]	(196,635)	(223,887)
Finite-Lived Intangible Assets, Balance Sheet Reclassifications	[3]	(331)	(291)
Finite-Lived Intangible Assets, Spin-Off Distribution			(41,500)
Finite-Lived Intangible Assets, Translation Adjustments		(5,729)	(180)
Finite-Lived Intangible Assets, Net		1,442,799	1,596,394	$ 1,683,343
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)		801,400	833,200
Indefinite-Lived Intangible Assets, Spin-off Distribution			(31,800)
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		(4,000)
Indefinite-Lived Intangible Assets (Excluding Goodwill)		797,400	801,400	833,200
Goodwill [Roll Forward]
Goodwill		3,918,136	3,815,196
Goodwill, Acquired During Period	[1]	30,616	138,497
Goodwill, Spin-Off Distribution			(35,450)
Goodwill, Translation Adjustments		(5,940)	(107)
Goodwill, Impairment Loss		(381,000)	0	0
Goodwill		3,561,812	3,918,136	3,815,196
Total goodwill and other intangible assets		5,802,011	6,315,930
Other Intangible Assets
Finite-lived Intangible Assets [Roll Forward]
Finite-Lived Intangible Assets, Net		$ 7,815
Finite-Lived Intangible Asset, Useful Life (years)		3 years
Finite-Lived Intangible Assets, Net		$ 10,823	7,815
Lease Contract Intangible Assets
Finite-lived Intangible Assets [Roll Forward]
Amortization of Intangible Assets		(1,000)
Discontinued Operations
Finite-lived Intangible Assets [Roll Forward]
Finite-Lived Intangible Assets, Net		0	28,682
Finite-lived Intangible Assets Acquired	[1]	0	17,009
Amortization of Intangible Assets	[2]	0	(4,191)
Finite-Lived Intangible Assets, Balance Sheet Reclassifications	[3]	0	0
Finite-Lived Intangible Assets, Spin-Off Distribution			(41,500)
Finite-Lived Intangible Assets, Translation Adjustments		0	0
Finite-Lived Intangible Assets, Net		0	0	28,682
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)		0	31,800
Indefinite-Lived Intangible Assets, Spin-off Distribution			(31,800)
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		0
Indefinite-Lived Intangible Assets (Excluding Goodwill)		0	0	31,800
Goodwill [Roll Forward]
Goodwill		0	15,331
Goodwill, Acquired During Period	[1]	0	20,119
Goodwill, Spin-Off Distribution			(35,450)
Goodwill, Translation Adjustments		0	0
Goodwill, Impairment Loss		0
Goodwill		0	0	15,331
Total goodwill and other intangible assets		0
Television and Entertainment
Goodwill [Roll Forward]
Goodwill, Impairment Loss		(381,000)
Goodwill		723,351
Television and Entertainment | Continuing Operations
Finite-lived Intangible Assets [Roll Forward]
Finite-Lived Intangible Assets, Net		1,352,867	1,551,599
Finite-lived Intangible Assets Acquired	[1]	0	0
Amortization of Intangible Assets	[2]	(167,321)	(198,441)
Finite-Lived Intangible Assets, Balance Sheet Reclassifications	[3]	(331)	(291)
Finite-Lived Intangible Assets, Spin-Off Distribution			0
Finite-Lived Intangible Assets, Translation Adjustments		0	0
Finite-Lived Intangible Assets, Net		1,185,215	1,352,867	1,551,599
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)		801,400	801,400
Indefinite-Lived Intangible Assets, Spin-off Distribution			0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		(4,000)
Indefinite-Lived Intangible Assets (Excluding Goodwill)		797,400	801,400	801,400
Goodwill [Roll Forward]
Goodwill		3,601,300	3,601,300
Goodwill, Acquired During Period	[1]	0	0
Goodwill, Spin-Off Distribution			0
Goodwill, Translation Adjustments		0	0
Goodwill, Impairment Loss		(381,000)
Goodwill		3,220,300	3,601,300	3,601,300
Total goodwill and other intangible assets		5,202,915
Digital and Data | Intellectual Property
Finite-lived Intangible Assets [Roll Forward]
Finite-lived Intangible Assets Acquired		5,000
Digital and Data | Continuing Operations
Finite-lived Intangible Assets [Roll Forward]
Finite-Lived Intangible Assets, Net		243,527	103,062
Finite-lived Intangible Assets Acquired	[1]	49,100	161,900
Amortization of Intangible Assets	[2]	(29,314)	(21,255)
Finite-Lived Intangible Assets, Balance Sheet Reclassifications	[3]	0	0
Finite-Lived Intangible Assets, Spin-Off Distribution			0
Finite-Lived Intangible Assets, Translation Adjustments		(5,729)	(180)
Finite-Lived Intangible Assets, Net		257,584	243,527	103,062
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-Lived Intangible Assets (Excluding Goodwill)		0	0
Indefinite-Lived Intangible Assets, Spin-off Distribution			0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		0
Indefinite-Lived Intangible Assets (Excluding Goodwill)		0	0	0
Goodwill [Roll Forward]
Goodwill		316,836	198,565
Goodwill, Acquired During Period	[1]	30,616	118,378
Goodwill, Spin-Off Distribution			0
Goodwill, Translation Adjustments		(5,940)	(107)
Goodwill, Impairment Loss		0
Goodwill		341,512	$ 316,836	$ 198,565
Total goodwill and other intangible assets		$ 599,096

[1] (1)Acquisitions include the purchase of certain intellectual property on July 1, 2015 for $5 million which will be amortized over a three year period. See Note 5 for additional information regarding other acquisitions.

[2] Amortization of intangible assets includes $1 million related to lease contract intangible assets and is recorded in cost of sales or selling, general and administrative expense, if applicable, in the Consolidated Statements of Operations.

[3] Represents net reclassifications which are reflected as an increase to broadcast rights assets in the Consolidated Balance Sheets at December 31, 2015 and December 28, 2014.

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Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Liabilities Subject to Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Finite-Lived Intangible Liabilities, Gross	$ 80,649	$ 102,582
Finite-Lived Intangible Liabilities, Accumulated Amortization	(66,877)	(68,157)
Contract intangible liability, net	13,772	34,425	$ 193,730
Broadcast rights intangible liabilities
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Finite-Lived Intangible Liabilities, Gross	80,440	102,373
Finite-Lived Intangible Liabilities, Accumulated Amortization	(66,729)	(68,059)
Contract intangible liability, net	13,711	34,314
Lease contract intangible liabilities
Schedule of Finite-Lived Intangible Liabilities [Line Items]
Finite-Lived Intangible Liabilities, Gross	209	209
Finite-Lived Intangible Liabilities, Accumulated Amortization	(148)	(98)
Contract intangible liability, net	$ 61	$ 111

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Goodwill, Other Intangible Assets and Intangible Liabilities - Intangible Liabilities (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015	Dec. 28, 2014
Finite-Lived Intangible Liabilities [Roll Forward]
Balance at beginning of the period		$ 34,425	$ 193,730
Amortization		(16,385)	(37,445)
Balance sheet reclassifications	[1]	(4,268)	(121,626)
Distributed in Publishing Spin-off			(234)
Balance at end of the period		13,772	34,425
Discontinued Operations
Finite-Lived Intangible Liabilities [Roll Forward]
Balance at beginning of the period		0	328
Amortization		0	(94)
Balance sheet reclassifications	[1]	0	0
Distributed in Publishing Spin-off			(234)
Balance at end of the period		0	0
Television and Entertainment | Continuing Operations
Finite-Lived Intangible Liabilities [Roll Forward]
Balance at beginning of the period		34,425	193,402
Amortization		(16,385)	(37,351)
Balance sheet reclassifications	[1]	(4,268)	(121,626)
Distributed in Publishing Spin-off			0
Balance at end of the period		$ 13,772	$ 34,425

[1] Represents net reclassifications which are reflected as a reduction of broadcast rights assets in the Company’s Consolidated Balance Sheet at December 31, 2015.

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Investments - Narrative (Details)								1 Months Ended	3 Months Ended								9 Months Ended	12 Months Ended
	Apr. 02, 2015 USD ($)	Oct. 01, 2014 USD ($)	Apr. 01, 2014 USD ($)	Dec. 31, 2012 USD ($)	Jul. 29, 2011 USD ($)	Oct. 27, 2009 USD ($)	Jul. 29, 2008 USD ($) lease	Jan. 31, 2014 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 29, 2015 USD ($)	Dec. 28, 2014 USD ($)	Sep. 28, 2014 USD ($)	Jun. 29, 2014 USD ($)	Mar. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 28, 2014 USD ($)		Dec. 29, 2013 USD ($)	Jan. 01, 2018 USD ($)	Nov. 25, 2015 USD ($)	Sep. 02, 2015 USD ($)	Aug. 04, 2014 shares	Oct. 14, 2009 USD ($)	Aug. 21, 2009
Schedule of Equity Method Investments [Line Items]
Amortization of basis difference																		$ (54,248,000)	$ (142,335,000)	[1]	$ (98,287,000)
Weighted average remaining useful life, years																		16 years
Equity method investments									$ 1,668,316,000				$ 1,689,996,000					$ 1,668,316,000	1,689,996,000
Income on equity investments, net									27,125,000	$ 36,987,000	$ 45,913,000	$ 36,934,000	38,938,000	$ 40,559,000	$ 118,953,000	$ 38,263,000		146,959,000	236,713,000		145,241,000
Distributions from equity investments																		10,328,000	180,521,000		53,871,000
Write-downs of investments																		0	0		0
Cost method investments									20,868,000				18,238,000					20,868,000	18,238,000
Deferred Tax Liabilities, Investments									$ 418,908,000				442,554,000					$ 418,908,000	442,554,000
Television Food Network, G.P.
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent									31.30%									31.30%
Equity method investments									$ 1,314,000,000				1,354,000,000					$ 1,314,000,000	1,354,000,000
Income on equity investments, net																		126,000,000	122,000,000		96,000,000
Distributions from equity investments								$ 12,000,000										$ 164,000,000	189,000,000		154,000,000
CareerBuilder, LLC
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent									32.10%									32.10%
Equity method investments									$ 331,000,000				328,000,000					$ 331,000,000	328,000,000
Income on equity investments, net																		21,000,000	39,000,000		28,000,000
Distributions from equity investments																		$ 16,000,000	14,000,000		29,000,000
Operating revenues																			24,000,000		44,000,000
Dose Media, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent									25.00%									25.00%
Equity Method Investment, Aggregate Cost																							$ 15,000,000
Classified Ventures LLC
Schedule of Equity Method Investments [Line Items]
Amortization of basis difference																			(85,000,000)
Ownership in equity method investment, percent		27.80%
Income on equity investments, net			$ 72,000,000																77,000,000		23,000,000
Distributions from equity investments		$ 6,000,000																	166,000,000		25,000,000
Operating revenues																			44,000,000		71,000,000
Equity Method Investment, Value At Time Of Transaction		2,500,000,000
Gross proceeds from sale of equity method investment paid to selling partners		1,800,000,000
Company's portion of proceeds from sale of equity method investment, before tax	$ 8,000,000	686,000,000
Company's portion of proceeds from sale of equity method investment, after tax		426,000,000
Company's portion of proceeds from sale of equity method investment held in escrow		$ 28,000,000
Pretax gain recognized on sale of equity method investment																			372,000,000
Cash proceeds from sale of business			585,000,000
Cash proceeds from sale of equity method investment			$ 160,000,000
CareerBuilder, LLC and Classified Ventures, LLC
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments, return on investment																		$ 10,000,000	181,000,000		54,000,000
Apartments.com
Schedule of Equity Method Investments [Line Items]
Amortization of basis difference																			(85,000,000)
Distributions from equity investments, return on investment																			160,000,000
Tribune Publishing Company
Schedule of Equity Method Investments [Line Items]
Common stock retained by the Company in the Publishing Spin-off, shares | shares																									381,354
Common stock owned by the Company, percent																									1.50%
Fair value of available-for-sale securities									$ 4,000,000				9,000,000					4,000,000	9,000,000
Cost basis of available-for-sale securities									0				0					0	0
Gross unrealized holding gain of available-for-sale securities									4,000,000									$ 4,000,000
Comcast SportsNet Chicago, LLC
Schedule of Equity Method Investments [Line Items]
Common stock owned by the Company, percent																											25.34%
New Cubs LLC
Schedule of Equity Method Investments [Line Items]
Common stock owned by the Company, percent						5.00%
Special cash distribution received						$ 705,000,000
Cost method investment, accounts receivables and other items retained by Company																										$ 740,000,000
Investment owned, percent						95.00%
Cost Method Investments, Additional Information																		7500000
Cost method investments									15,000,000				8,000,000					$ 15,000,000	8,000,000
Deferred Tax Liabilities, Investments									$ 164,000,000				174,000,000					164,000,000	174,000,000
Newsday Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment, Cash Contribution							$ 35,000,000
Cost Method Investments, Notes Receivable							$ 650,000,000
Newsday LLC
Schedule of Equity Method Investments [Line Items]
Common stock owned by the Company, percent							3.00%																	3.00%
Special cash distribution received							$ 612,000,000
Investment owned, percent							97.00%
Proceeds from Cost Method Investments, Prepaid Rent							$ 18,000,000
Number of Leases | lease							2
Proceeds from Sale of Cost Method Investment																	$ 8,000,000
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments																	$ 3,000,000	$ 3,000,000
Deferred Tax Liabilities, Investments													110,000,000						110,000,000					$ 101,000,000
TKG Internet Holdings II LLC
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent									43.00%									43.00%
Payment Guarantee | New Cubs LLC
Schedule of Equity Method Investments [Line Items]
Maximum Identification Amount						$ 699,000,000
Indemnification Agreement | Newsday LLC
Schedule of Equity Method Investments [Line Items]
Maximum Identification Amount							$ 650,000,000						$ 425,000,000						425,000,000
Reduction in Maximum Identification Amount after third anniversary					$ 120,000,000
Maximum Indemnification Amount reduction, per year					$ 35,000,000
Dreamcatcher Credit Facility | Newsday Holdings LLC and Newsday LLC
Schedule of Equity Method Investments [Line Items]
Proceeds from Lines of Credit							650,000,000
Face amount of debt							$ 650,000,000
Predecessor
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments, return on investment				$ 0
Income on equity investments, net				0
Distributions from equity investments				0
Operating revenues				0
Predecessor | Revaluation of Assets
Schedule of Equity Method Investments [Line Items]
Fair value adjustments to investments				1,615,000,000
Company's share of increases in carrying value of investees' amortization intangible assets				1,108,000,000
Company's share of increases attributable to goodwill and other identifiable intangibles not subject to amortization				507,000,000
Successor
Schedule of Equity Method Investments [Line Items]
Aggregate fair value of investments as of Effective Date				$ 2,224,313,000
Distributions from equity investments, return on investment																		$ 10,328,000	180,521,000		53,871,000
Income on equity investments, net																		146,959,000	236,713,000		145,241,000
Distributions from equity investments																		$ 169,879,000	189,789,000		154,123,000
Operating revenues																			$ 970,501,000	[2]	$ 1,755,989,000
Forecast | Indemnification Agreement | Newsday LLC
Schedule of Equity Method Investments [Line Items]
Maximum Identification Amount																						$ 0

[1] (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business.

[2] Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

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Investments Total Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Investments [Abstract]
Equity method investments	$ 1,668,316	$ 1,689,996
Cost method investments	20,868	18,238
Marketable equity securities	3,516	8,958
Investments	$ 1,692,700	$ 1,717,192

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Investments Ownership Percentages (Details)	Dec. 31, 2015
CareerBuilder, LLC and Classified Ventures, LLC
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent	32.10%
Dose Media, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent	25.00%
Television Food Network, G.P.
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent	31.30%
TKG Internet Holdings II LLC
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent	43.00%

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Investments Income from Equity Investments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013
Schedule of Equity Method Investments [Line Items]
Income from equity investments, net, before amortization of basis difference									$ 201,207	$ 379,048		$ 243,528
Amortization of basis difference									(54,248)	(142,335)	[1]	(98,287)
Income on equity investments, net	$ 27,125	$ 36,987	$ 45,913	$ 36,934	$ 38,938	$ 40,559	$ 118,953	$ 38,263	$ 146,959	236,713		$ 145,241
Apartments.com
Schedule of Equity Method Investments [Line Items]
Amortization of basis difference										$ (85,000)

[1] (1) Amortization of basis difference for the year ended December 28, 2014 includes $85 million related to the sale by CV of its Apartments.com business.

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Investments Cash Distributions from Equity Method Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013
Schedule of Equity Method Investments [Line Items]
Cash distributions from equity investments	$ 180,207	$ 370,310	[1]	$ 207,994
Apartments.com
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments, return on investment		$ 160,000

[1] Cash distributions for the year ended December 28, 2014 included $160 million for the Company’s share of the proceeds from the sale by CV of its Apartments.com business. This distribution is presented as an investing activity in the Company’s Consolidated Statement of Cash Flows for the year ended December 28, 2014.

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Investments TV Food Network (Details) - Television Food Network, G.P. - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Schedule of Equity Method Investments [Line Items]
Revenues, net	$ 1,099,307	$ 1,070,671	$ 1,031,320
Operating income	548,919	534,477	520,942
Net income	561,657	549,058	$ 511,235
Current assets	750,425	708,988
Non-current assets	173,513	156,580
Current liabilities	87,341	63,257
Non-current liabilities	$ 541	$ 619

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Investments Career Builder, Dose Media and CV Summarized Financial Information (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
CareerBuilder, LLC, Dose Media, LLC, and Classified Ventures, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Revenues, net		$ 698,041	[1]	$ 1,063,321	[2]	$ 1,096,799
Operating income from continuing operations		84,199	[1]	147,165	[2]	183,800
Net income		80,280	[1]	713,108	[3]	$ 224,052
Current assets	[4]	266,390	[5]	200,006
Non-current assets	[4]	459,718	[5]	492,769
Current liabilities	[4]	190,977	[5]	201,517
Non-current liabilities	[4]	24,745	[5]	21,231
Redeemable non-controlling interest	[4]	$ 24,666	[5]	$ 20,470
Dose Media, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Ownership in equity method investment, percent		25.00%

[1] (2) On November 25, 2015, the Company acquired a 25% interest in Dose Media. As results of operations from date of acquisition are not material to the Company, they are not included in the above table.

[2] (1) Revenues and operating income that relate to CV include results through October 1, 2014 and are presented exclusive of discontinued operations related to Apartments.com, which was sold by CV on April 1, 2014. See above for further information.

[3] (3) Net income that relates to CV include results through October 1, 2014. See above for further information.

[4] (1) Balance sheet information presented as of December 31, 2015 and December 28, 2014 does not include CV, which was sold by the Company on October 1, 2014. See above for further information.

[5] (2) Balance sheet information as of December 31, 2015 includes Dose Media.

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Debt (Details)				3 Months Ended				12 Months Ended
	Jun. 24, 2015 USD ($)	Aug. 04, 2014 USD ($)	Dec. 27, 2013 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 29, 2015 USD ($)	Dec. 31, 2015 USD ($)	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)	Jun. 23, 2015 USD ($)	Dec. 31, 2012 USD ($)
Debt Instrument [Line Items]
Long-term Debt				$ 3,479,023,000				$ 3,479,023,000	$ 3,494,985,000
Cash dividend received by Company from Tribune Publishing		$ 275,000,000
Debt instrument unamortized discount				7,117,000				7,117,000
Payments of Debt Issuance Costs								20,202,000		$ 78,480,000
Write-off of unamortized debt issuance costs and discounts				0	$ 0	$ 37,040,000	$ 0	37,040,000
Debt Instrument, Registration Rights Agreement, Exchange Offer Effective Date	270 days
Debt Instrument, Registration Rights Agreement, Exchange Offer Maximum Completion Date	360 days
Debt Instrument, Registration Rights Agreement, Shelf Registration Statement Effective Date	90 days
Debt Instrument, Registration Rights Agreement, Interest Accrual Rate on First 90 Days, Percent	0.25%
Repayments of long-term debt								1,114,262,000	299,285,000	1,102,234,000
Restricted Cash and Cash Equivalents												$ 187,000,000
Senior Secured Credit Agreement
Debt Instrument [Line Items]
Issuance of term loan			$ 4,073,000,000
Incremental facility cap			$ 1,000,000,000
Incremental facility leverage ratio			4.5000
Overdue amounts additional interest, percent			2.00%
Borrowings outstanding under Revolving Credit Facility				0				0
Standby letters of credit outstanding				23,000,000				23,000,000
Amended Secured Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument unamortized discount	$ 4,000,000
Transaction costs	2,000,000
Unamortized transaction costs	1,000,000
Payments of Debt Issuance Costs	6,000,000
Term Loan Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Issuance of term loan			$ 3,773,000,000
Long-term Debt				2,360,155,000				2,360,155,000	3,471,017,000		$ 3,479,000,000
Debt instrument, unamortized discount, percent			25.00%
Debt instrument unamortized discount	7,534,000		$ 9,000,000	7,084,000				7,084,000	8,118,000
Transaction costs										78,000,000
Unamortized transaction costs	64,000,000		$ 6,000,000	$ 32,000,000				32,000,000	$ 70,000,000
Write-off of unamortized debt issuance costs and discounts								30,000,000
Debt Instrument, Unamortized Discount Write-off on Extinguishment								3,500,000
Payments of Debt Extinguishment Costs								$ 3,600,000
Debt instrument interest rate, percent				3.82%				3.82%	4.04%
Repayments of long-term debt		275,000,000
Term Loan Facility | Senior Secured Credit Agreement | LIBOR
Debt Instrument [Line Items]
Debt Instrument, Base Rate Floor			1.00%
Spread on variable rate, percent			3.00%
Term Loan Facility | Senior Secured Credit Agreement | Base Rate
Debt Instrument [Line Items]
Spread on variable rate, percent			2.00%
Term Loan Facility | Senior Secured Credit Agreement | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Spread on variable rate, percent			0.50%
Term Loan Facility | Senior Secured Credit Agreement | Adjusted LIBOR
Debt Instrument [Line Items]
Spread on variable rate, percent			1.00%
Term Loan Facility | Exit Financing Facilities
Debt Instrument [Line Items]
Issuance of term loan												1,100,000,000
Debt instrument unamortized discount												11,000,000
Write-off of unamortized debt issuance costs and discounts									$ 28,380,000
Termination and repayment of debt			$ 1,106,000,000
Termination and repayment of debt, principal			$ 1,095,000,000
Gains (losses) on extinguishment of debt, before write off of deferred debt issuance cost										(11,000,000)
Unamortized Debt Issuance Cost Write-off										7,000,000
Write off of Unamortized Debt Discount									10,000,000
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt	2,379,000,000
Debt, advances by new lenders to the existing debt facility in debt modification	1,802,000,000
Early Repayment of Senior Debt	$ 1,100,000,000
Overdue amounts additional interest, percent	2.00%
Quarterly installment amount, percent of original principal amount, percent	0.25%
Debt Instrument, Premium Payable on Voluntary Prepayments, Percent	1.00%
Debt payment terms, percent of excess cash flow, leverage ratio above threshold	50.00%
Debt payment terms, percent of excess cash flow, leverage ratio threshold	4.00
Debt payment terms, percent of excess cash flow, leverage ratio below threshold	0.00%
Debt Instrument, Prepayment Terms, Minimum Liquidity Threshold	$ 500,000,000
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | LIBOR
Debt Instrument [Line Items]
Debt Instrument, Base Rate Floor	0.75%
Spread on variable rate, percent	3.00%
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Base Rate
Debt Instrument [Line Items]
Spread on variable rate, percent	2.00%
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Spread on variable rate, percent	0.50%
Term B Loans Facility [Member] | Amended Secured Credit Facility [Member] | Adjusted LIBOR
Debt Instrument [Line Items]
Spread on variable rate, percent	1.00%
Letter of Credit | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Fronting fee, percent			0.125%
Revolving Credit Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility			$ 300,000,000
Debt covenant, maximum leverage ratio for period one			5.75
Debt covenant, maximum leverage ratio for period two			5.25
Debt instrument covenant testing, excess over revolving commitments, percent			25.00%
Revolving Credit Facility | Exit Financing Facilities
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility												300,000,000
Borrowings outstanding under Revolving Credit Facility												$ 0
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018
Debt Instrument [Line Items]
Issuance of term loan			$ 27,000,000
Long-term Debt				$ 18,868,000				$ 18,868,000	23,914,000
Debt instrument unamortized discount				$ 33,000				$ 33,000	$ 49,000
Debt instrument interest rate, percent				4.08%				4.08%	4.08%
Minimum
Debt Instrument [Line Items]
Debt Instrument, Registration Rights Agreement, Additional Increase to Interest Accrual Rate on Subsequent 90 Days, Percent	0.25%
Minimum | Revolving Credit Facility | Senior Secured Credit Agreement | Adjusted LIBOR
Debt Instrument [Line Items]
Spread on variable rate, percent			2.75%
Minimum | Revolving Credit Facility | Senior Secured Credit Agreement | Alternative Base Rate
Debt Instrument [Line Items]
Spread on variable rate, percent			1.75%
Maximum
Debt Instrument [Line Items]
Debt Instrument, Registration Rights Agreement, Additional Increase to Interest Accrual Rate on Subsequent 90 Days, Percent	0.50%
Maximum | Revolving Credit Facility | Senior Secured Credit Agreement | Adjusted LIBOR
Debt Instrument [Line Items]
Spread on variable rate, percent			3.00%
Maximum | Revolving Credit Facility | Senior Secured Credit Agreement | Alternative Base Rate
Debt Instrument [Line Items]
Spread on variable rate, percent			2.00%
Commitment fee one, percent | Revolving Credit Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Commitment fee, percent			0.25%
Commitment fee two, percent | Revolving Credit Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Commitment fee, percent			0.375%
Commitment fee three, percent | Revolving Credit Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Commitment fee, percent			0.50%
Tribune Publishing Company | Term Loan Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Transaction costs									$ 10,000,000
Tribune Publishing Company | Dreamcatcher Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity under credit facility		$ 350,000,000
Senior Notes | Senior Notes 5.875% due 2022 [Member]
Debt Instrument [Line Items]
Issuance of term loan	$ 1,100,000,000
Long-term Debt				$ 1,100,000,000				$ 1,100,000,000	0
Unamortized transaction costs	$ 19,000,000			$ 17,000,000				$ 17,000,000
Debt instrument interest rate, percent	5.875%
Debt Instrument, Redemption Price Terms Prior to July 15, 2018, Percent of Principal Amount	100.00%
Debt Instrument, Redemption Price Terms July 15, 2018 to July 14, 2019, Percent of Principal Amount	102.938%
Debt Instrument, Redemption Price Terms, July 15, 2019 to July 14, 2020, Percent of Principal Amount	101.469%
Debt Instrument, Redemption Price Terms On or After July 15, 2020, Percent of Principal Amount	100.00%
Debt Instrument, Redemption Terms Prior to July 15, 2018, Percent of Principal Amount Redeemable	40.00%
Debt Instrument, Redemption Terms Prior to July 15, 2018, Price Percent	105.875%
Debt Instrument, Potential Repurchase Offer Price, Percent of Principal Amount	101.00%
Debt Instrument, Potential Purchase Offer Price, Percent of Principal Amount	100.00%
Senior Notes | Senior 9.25 and 10 Percent Toggle Notes Due 2015
Debt Instrument [Line Items]
Senior Toggle Notes redemption period (days)			30 days
Cash deposit			$ 202,000,000
Repayments of long-term debt			174,000,000
Interest			2,000,000
Repayments of Long-term Debt, Intercompany Amounts			$ 28,000,000
Restricted Cash and Cash Equivalents									$ 202,000,000	$ 202,000,000

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Debt Long Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Jun. 24, 2015	Jun. 23, 2015	Dec. 28, 2014	Dec. 27, 2013
Debt Instrument [Line Items]
Total Debt	$ 3,479,023			$ 3,494,985
Long-term Debt, Current Maturities	26,479			4,088
Long-term debt	3,452,544			3,490,897
Debt instrument unamortized discount	7,117
Senior Notes | Senior Notes 5.875% due 2022 [Member]
Debt Instrument [Line Items]
Total Debt	1,100,000			0
Debt instrument interest rate, percent		5.875%
Other Obligations
Debt Instrument [Line Items]
Total Debt	0			54
Term Loan Facility | Senior Secured Credit Agreement
Debt Instrument [Line Items]
Total Debt	$ 2,360,155		$ 3,479,000	$ 3,471,017
Debt instrument interest rate, percent	3.82%			4.04%
Debt instrument unamortized discount	$ 7,084	$ 7,534		$ 8,118	$ 9,000
Dreamcatcher Credit Facility | Dreamcatcher Credit Facility Due 2018
Debt Instrument [Line Items]
Total Debt	$ 18,868			$ 23,914
Debt instrument interest rate, percent	4.08%			4.08%
Debt instrument unamortized discount	$ 33			$ 49

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Debt Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Debt Disclosure [Abstract]
2016	$ 27,841
2017	27,841
2018	34,591
2019	23,791
2020	2,272,076
Thereafter	1,100,000
Long-term Debt, Gross	3,486,140
Debt Instrument, Unamortized Discount	(7,117)
Total Debt	$ 3,479,023	$ 3,494,985

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible note receivable		$ 2,000
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cost method investments	$ 20,868	18,238
Convertible note receivable	0	2,000
Fair Value | Term Loan Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	2,328,038	3,411,744
Fair Value | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	1,108,250	0
Fair Value | Dreamcatcher Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	18,587	23,498
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cost method investments	20,868	18,238
Convertible note receivable	0	2,000
Carrying Amount | Term Loan Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	2,360,155	3,471,017
Carrying Amount | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	1,100,000	0
Carrying Amount | Dreamcatcher Credit Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Facility	$ 18,868	$ 23,914

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Fair Value Measurements Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Jun. 24, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible note receivable		$ 2,000,000
Asset Impairment Charges	$ 2,000,000	3,000,000
Senior Notes 5.875% due 2022 [Member] | Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			5.875%
Tribune Publishing Company
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of available-for-sale securities	4,000,000	9,000,000
Cost basis of available-for-sale securities	$ 0	$ 0

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Contracts Payable for Broadcast Rights (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Contracts Payable For Broadcast Rights [Abstract]
2016	$ 236,676
2017	120,256
2018	97,038
2019	90,343
2020	58,341
Thereafter	19,129
Contracts payable for broadcast rights	$ 621,783	$ 458,504

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Commitments and Contingencies (Details) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 29, 2012 USD ($)	Dec. 31, 2015 USD ($)	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)	Feb. 29, 2016 station radio_station	Aug. 04, 2014 shares
Loss Contingencies [Line Items]
Contractual commitments, broadcast rights		$ 999	$ 960
Net lease expense from continuing operations		30	$ 27	$ 20
Commitments related to purchase of technology services, news and market data services, and talent contracts		$ 347
FCC Regulation, television and radio broadcast station license terms, years		8 years
FCC Regulation, television ownership cap, percent		39.00%
The UHF Discount, percent		50.00%
FCC Regulation, television ownership cap, national reach, percent		39.00%
FCC Regulation, maximum reimbursement amount for required product modifications	$ 1,750
Subsequent Event
Loss Contingencies [Line Items]
FCC Regulation, number of television stations authorized | station					39
FCC Regulation, number of radio stations authorized | radio_station					1
Tribune Publishing Company
Loss Contingencies [Line Items]
Common stock retained by the Company in the Publishing Spin-off, shares | shares						381,354
Common stock owned by the Company, percent						1.50%

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Commitments and Contingencies - Operating Leases (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2016	$ 29,302
2017	25,836
2018	20,615
2019	17,967
2020	17,227
Thereafter	68,972
Total	$ 179,919

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Income Taxes - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended								12 Months Ended
		Dec. 31, 2012	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014		Dec. 29, 2013	Sep. 02, 2015	Dec. 30, 2012	Oct. 27, 2009	Jul. 29, 2008	Dec. 20, 2007
Federal Income Tax Note
U.S. federal statutory rate											35.00%
Built-in Gain Tax, Number of Years Prior to Bankruptcy											10 years
Income tax expense			$ (10,600)	$ 11,314	$ (693)	$ 22,302	$ 216,098	$ 2,647	$ 42,305	$ 17,649	$ 22,323	$ 278,699		$ 95,965
Goodwill, Impairment Loss											(381,000)	0		0
Undistributed foreign earnings			2,000				2,000				2,000	2,000		1,000
Deferred Tax Liabilities, Net			982,623				1,126,539				982,623	1,126,539
Deferred Tax Assets, Gross, Noncurrent			1,000								1,000
Deferred income taxes			984,032				1,156,214				984,032	1,156,214
Operating loss carryforwards			132,000				149,000				132,000	149,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount											5,000
Investments			418,908				442,554				418,908	442,554
Unrecognized tax benefits			33,632				18,852				33,632	18,852		$ 21,544		$ 23,582
Favorable adjustment that would have been recognized			26,000				17,000				26,000	17,000
Company's accrued interest and penalties related to uncertain tax positions			1,000				1,000				1,000	$ 1,000
Decrease in unrecognized tax benefits			10,000								$ 10,000
Predecessor
Federal Income Tax Note
Common stock par value, per share		$ 0.01														$ 0.01			$ 0.01
Net tax expense relating to conversion and other reorganization adjustments		$ 195,000
Income tax adjustments		968,000
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)		(1,070,764)
Fresh-Start Adjustment, Income Tax Expense (Benefit)		163,000
Income tax expense		1,070,189
Income tax settlements and other adjustments, net		0
Tax rate change due to Publishing Spin-off		0
Excess capital losses		0
Net income tax expense, intraperiod tax allocation		1,001,000
Income tax expense (benefit), discontinued operations	[1]	$ 69,548
Successor
Federal Income Tax Note
U.S. federal statutory rate											35.00%	35.00%		35.00%
Income tax expense											$ 22,323	$ 278,699		$ 95,965
Income tax settlements and other adjustments, net											(9,288)	(1,801)		(15,878)
Tax rate change due to Publishing Spin-off											0	(10,810)		0
Excess capital losses											0	0		6,944
Income tax expense (benefit), discontinued operations	[1]											(19,172)	[2]	$ (58,815)
Newsday LLC
Federal Income Tax Note
Investment owned, percent																		97.00%
Common stock owned by the Company, percent															3.00%			3.00%
Income Taxes Paid											137,000
Investments							110,000					110,000			$ 101,000
New Cubs LLC
Federal Income Tax Note
Investment owned, percent																	95.00%
Common stock owned by the Company, percent																	5.00%
Income Taxes Paid											35,000
Investments			$ 164,000				$ 174,000				164,000	$ 174,000
Tax Year 2008 | Newsday LLC
Federal Income Tax Note
Income tax examination, estimate of possible loss before penalties and interest											190,000
Income tax examination, penalties											38,000
Income tax examination, accrued interest											37,000
Tax Year 2009 | New Cubs LLC
Federal Income Tax Note
Income tax examination, estimate of possible loss											225,000
State and Local Jurisdiction | Tax Year 2008 | Newsday LLC
Federal Income Tax Note
Income tax examination, estimate of possible loss											32,000
Television and Entertainment
Federal Income Tax Note
Goodwill, Impairment Loss											$ (381,000)
Minimum
Federal Income Tax Note
Operating Loss Carryforwards, Expiration Date											Jan. 01, 2016
Maximum
Federal Income Tax Note
Operating Loss Carryforwards, Expiration Date											Dec. 31, 2033

[1] The effective tax rate on pretax income from discontinued operations was 58.6% and 42.8% for the years ended December 28, 2014 and December 29, 2013, respectively. This rate differs from the U.S. federal statutory rate of 35% primarily due to state income taxes (net of federal benefit) and the impact of certain nondeductible transaction costs. See Note 4 for information on the income tax benefit included in discontinued operations for December 31, 2012.

[2] Results of operations for the Tribune Publishing businesses are reflected through August 4, 2014, the date of the Publishing Spin-off.

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Income Taxes - Income Tax Reconciliation from Continuing Operations (Details) - USD ($) $ in Thousands		3 Months Ended								12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Federal Income Tax Note
U.S. federal statutory rate										35.00%
(Loss) Income from continuing operations before income taxes		$ (391,528)	$ 39,172	$ (3,958)	$ 58,719	$ 530,774	$ 55,533	$ 109,387	$ 46,116	$ (297,595)	$ 741,810	$ 258,907
Total income tax expense from continuing operations		$ (10,600)	$ 11,314	$ (693)	$ 22,302	$ 216,098	$ 2,647	$ 42,305	$ 17,649	$ 22,323	$ 278,699	$ 95,965
Successor
Federal Income Tax Note
U.S. federal statutory rate										35.00%	35.00%	35.00%
(Loss) Income from continuing operations before income taxes										$ (297,595)	$ 741,810	$ 258,907
Federal income taxes (35% in 2015, 2014 and 2013)										(104,158)	259,633	90,617
State and local income taxes, net of federal tax benefit										3,149	31,535	11,768
Domestic production activities deduction										(6,796)	(7,910)	(7,560)
Non-deductible reorganization and acquisition costs										1,234	4,268	6,466
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount										133,350	0	0
Income tax settlements and other adjustments, net										(9,288)	(1,801)	(15,878)
Tax rate change due to Publishing Spin-off										0	(10,810)	0
Excess capital losses										0	0	6,944
Other, net										4,832	3,784	3,608
Income taxes on reorganization items										0	0	0
Income taxes attributable to fair value adjustments										0	0	0
Total income tax expense from continuing operations										$ 22,323	$ 278,699	$ 95,965
Effective tax rate										(7.50%)	37.60%	37.10%
Predecessor
Federal Income Tax Note
(Loss) Income from continuing operations before income taxes	$ 8,284,314
Federal income taxes (35% in 2015, 2014 and 2013)	0
State and local income taxes, net of federal tax benefit	0
Domestic production activities deduction	0
Non-deductible reorganization and acquisition costs	0
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount	0
Income tax settlements and other adjustments, net	0
Tax rate change due to Publishing Spin-off	0
Excess capital losses	0
Other, net	0
Income taxes on reorganization items	181,734
Income taxes attributable to fair value adjustments	888,455
Total income tax expense from continuing operations	$ 1,070,189
Effective tax rate	12.90%

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Income Taxes - Components of Income Tax Expense (Benefit) from Continuing Operations (Details) - USD ($) $ in Thousands		3 Months Ended								12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Federal Income Tax Note
Total income tax expense from continuing operations		$ (10,600)	$ 11,314	$ (693)	$ 22,302	$ 216,098	$ 2,647	$ 42,305	$ 17,649	$ 22,323	$ 278,699	$ 95,965
Successor
Federal Income Tax Note
Current U.S. federal										145,034	382,727	97,914
Current State and Local										17,364	77,179	20,308
Current Sub-total										162,398	459,906	118,222
Deferred U.S. federal										(119,813)	(136,869)	(18,727)
Deferred State and Local										(20,262)	(44,338)	(3,530)
Deferred Sub-total										(140,075)	(181,207)	(22,257)
Total income tax expense from continuing operations										$ 22,323	$ 278,699	$ 95,965
Predecessor
Federal Income Tax Note
Current U.S. federal	$ (7,246)
Current State and Local	1,047
Current Sub-total	(6,199)
Deferred U.S. federal	918,604
Deferred State and Local	157,784
Deferred Sub-total	1,076,388
Total income tax expense from continuing operations	$ 1,070,189

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Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Income Tax Disclosure [Abstract]
Broadcast rights	$ 86,451	$ 71,407
Postretirement benefits other than pensions	3,933	5,570
Stock-based compensation and other employee benefits	17,721	13,447
Pensions	180,368	185,514
Other accrued liabilities	18,904	21,923
Other future deductible items	18,132	14,451
Net operating loss carryforwards	11,072	12,327
Accounts receivable	3,102	2,671
Deferred tax assets, gross	339,683	327,310
Valuation allowance on net operating loss carryforwards	(2,909)	(7,557)
Total deferred tax assets	336,774	319,753
Net intangible assets	669,056	668,450
Investments	418,908	442,554
Deferred gain on partnership contributions	164,322	283,950
Net properties	61,304	49,122
Other	5,807	2,216
Total deferred tax liabilities	1,319,397	1,446,292
Net deferred tax liabilities	$ 982,623	$ 1,126,539

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Income Taxes - Changes in Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Liability at Beginning of the Period	$ 18,852	$ 21,544
Gross increase as a result of tax positions related to a prior period	12,573	913	$ 642
Gross increase as a result of tax positions related to the current period	3,841		7,009
Decreases related to settlements with taxing authorities			(9,689)
Decrease related to statute of limitations expirations	(1,634)	(3,605)
Liability at End of the Period	$ 33,632	$ 18,852	$ 21,544

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Pension and Other Retirement Plans - Narrative (Details) $ in Thousands							12 Months Ended
		Dec. 31, 2012 USD ($)		Dec. 30, 2012 USD ($)	Jan. 01, 2010	Nov. 03, 2009	Dec. 31, 2015 USD ($) pension_plan	Dec. 28, 2014 USD ($)	Dec. 29, 2013 USD ($)	Dec. 25, 2011 pension_plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Tribune Company pension plans, allocation of eligible compensation (percent)						3.00%
Number of small defined benefit pension plans (pension plan) | pension_plan							3
Number of frozen defined benefit pension plans (pension plan) | pension_plan										2
Other Company-sponsored pension plan, percent of total projected benefit obligation (percent)							2.00%
Accumulated benefit obligation for all defined benefit pension plans							$ 1,987,000	$ 2,124,000
Defined benefit plan, amount to be amortized from AOCI, period							26 years
Employer matching contribution, percent of match on first 2% of eligible pay					100.00%
Employer matching contribution, percent of match on next 4% of eligible pay					50.00%
Defined contribution plan, contribution amount							$ 14,000	21,000	$ 28,000
Defined Contribution Plan, discretionary profit sharing contribution									6,000
Defined Contribution Plan, contributions paid by the Company							15,000	14,000	6,000
Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations							10,055	14,005	62,072
Defined Benefit Plan, Plan Amendments							$ (3,887)	$ 0
Amortization Period of Plan Amendment							10 years
Long-term rate of return on plans’ assets for expense							0.00%	0.00%
Assumed annual rate of increase in per capita cost of covered health care benefits, percent							7.50%
Assumed decrease in per capita cost of covered health care benefits, percent							5.00%
Defined Benefit Plan, Health Care Obligation Trend Rate Assumed for Next Fiscal Year							6.00%
Employer contributions							$ 1,393	$ 3,821
Estimated future employer contributions in next fiscal year							1,000
Other Postretirement Plans | Predecessor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Non-qualified pension plan adjustment recognized in Reorganization Items, net	[1]	$ 0
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations							1,986,971	2,124,373	$ 1,794,470
Defined Benefit Plan, Plan Amendments							$ 0	$ 0
Long-term rate of return on plans’ assets for expense							7.25%	7.50%
Employer contributions							$ 249	$ 10,550
Pension Plans | Predecessor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Non-qualified pension plan adjustment recognized in Reorganization Items, net		(49,295)	[1]	$ 19,000
Pre-Effective Date [Member] | Pension Plans | Predecessor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations		75,000
Post-Effective Date [Member] | Pension Plans | Predecessor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations		$ 26,000
100% Match Percentage [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match							2.00%
50% Match Percentage [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match							4.00%

[1] (1)On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

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Pension and Other Retirement Plans - Multiemployer Pension Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Multiemployer Plans [Line Items]
Company Contributions	$ 3,130	$ 6,049	$ 6,359
Multiemployer Plans, Collective-Bargaining Arrangement, Percentage of Employer's Contributions	93.00%
Multiemployer Pension Plans | Other Plans | Tribune Publishing Company
Multiemployer Plans [Line Items]
Company Contributions		$ 3,000	$ 4,000

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Pension and Other Retirement Plans - Defined Benefit Pension Plans and Other Post Retirement Plans Summarized Info (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014
Pension Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligations, beginning of year		$ 2,124,373	$ 1,794,470
Service cost		709	463
Interest cost		81,815	82,109
Defined Benefit Plan, Plan Amendments		0	0
Impact of Medicare Reform Act		0	0
Actuarial (gain) loss		(114,431)	353,374
Benefits paid		(105,495)	(106,043)
Liability distributed in Publishing Spin-off		0	0
Projected benefit obligations, end of year		1,986,971	2,124,373
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plans’ assets, beginning of year		1,655,257	1,595,294
Actual return on plans’ assets		(19,113)	155,456
Employer contributions		249	10,550
Benefits paid		(105,495)	(106,043)
Fair value of plans’ assets, end of year		1,530,898	1,655,257
Funded (under funded) status of the plans		(456,073)	(469,116)
Other Postretirement Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligations, beginning of year		14,005	62,072
Service cost		81	328
Interest cost		451	1,466
Defined Benefit Plan, Plan Amendments		(3,887)	0
Impact of Medicare Reform Act		72	78
Actuarial (gain) loss		726	(2,224)
Benefits paid		(1,393)	(3,821)
Liability distributed in Publishing Spin-off		0	(43,894)
Projected benefit obligations, end of year		10,055	14,005
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plans’ assets, beginning of year		0	0
Actual return on plans’ assets		0	0
Employer contributions		1,393	3,821
Benefits paid		(1,393)	(3,821)
Fair value of plans’ assets, end of year		0	0
Funded (under funded) status of the plans		$ (10,055)	$ (14,005)
Predecessor | Pension Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	$ 0
Interest cost	0
Predecessor | Other Postretirement Plans
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	0
Interest cost	$ 0

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Pension and Other Retirement Plans - Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Employee compensation and benefits	$ 0	$ 0
Pension obligations, net	(456,073)	(469,116)
Postretirement medical, life and other benefits	0	0
Net amount recognized	(456,073)	(469,116)
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Employee compensation and benefits	(1,409)	(1,495)
Pension obligations, net	0	0
Postretirement medical, life and other benefits	(8,646)	(12,510)
Net amount recognized	$ (10,055)	$ (14,005)

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Pension and Other Retirement Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands					12 Months Ended
		Dec. 31, 2012		Dec. 30, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost					$ 709	$ 463
Interest cost					81,815	82,109
Benefit obligations					1,986,971	2,124,373	$ 1,794,470
Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost					81	328
Interest cost					451	1,466
Benefit obligations					10,055	14,005	62,072
Successor | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost					709	463	616
Interest cost					81,815	82,109	74,489
Expected return on plans’ assets					(111,690)	(113,056)	(109,885)
Recognized actuarial (gain) loss					0	(159)	0
Amortization of prior service credits					0	0	0
Net periodic benefit cost (credit)					(29,166)	(30,643)	(34,780)
Non-qualified pension plan adjustment recognized in Reorganization Items, net	[1]				0	0	0
Successor | Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost					81	328	559
Interest cost					451	1,466	1,994
Expected return on plans’ assets					0	0	0
Recognized actuarial (gain) loss					25	(22)	0
Amortization of prior service credits					(81)	0	0
Net periodic benefit cost (credit)					476	1,772	2,553
Non-qualified pension plan adjustment recognized in Reorganization Items, net	[1]				$ 0	$ 0	$ 0
Predecessor | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost		$ 0
Interest cost		0
Expected return on plans’ assets		0
Recognized actuarial (gain) loss		0
Amortization of prior service credits		0
Net periodic benefit cost (credit)		0
Non-qualified pension plan adjustment recognized in Reorganization Items, net		(49,295)	[1]	$ 19,000
Predecessor | Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost		0
Interest cost		0
Expected return on plans’ assets		0
Recognized actuarial (gain) loss		0
Amortization of prior service credits		0
Net periodic benefit cost (credit)		0
Non-qualified pension plan adjustment recognized in Reorganization Items, net	[1]	0
Pre-Effective Date [Member] | Predecessor | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations		75,000
Post-Effective Date [Member] | Predecessor | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Benefit obligations		$ 26,000

[1] (1)On the Effective Date, the Predecessor’s obligations with respect to its non-qualified pension plans were reduced from $75 million to $26 million, which were paid under the Plan on or subsequent to the Effective Date. As a result, the Predecessor recognized a pretax gain of $49 million which was included in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012.

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Pension and Other Retirement Plans - Amounts of Net Periodic Benefit Cost for Other Post Retirement Plans Applicable to Continuing and Discontinued Operations (Details) - Other Postretirement Plans - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Successor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit cost (credit)		$ 476	$ 1,772	$ 2,553
Successor | Continuing Operations
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit cost (credit)		476	605	556
Successor | Discontinued Operations
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit cost (credit)		$ 0	$ 1,167	$ 1,997
Predecessor
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic benefit cost (credit)	$ 0

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Pension and Other Retirement Plans - Amounts Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Unrecognized net actuarial losses, net of tax	$ (59,705)	$ (49,323)
Unrecognized prior service credits, net of tax	2,314	0
Total	(57,391)	(49,323)
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Unrecognized net actuarial losses, net of tax	(59,217)	(49,262)
Unrecognized prior service credits, net of tax	0	0
Total	(59,217)	(49,262)
Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Unrecognized net actuarial losses, net of tax	(488)	(61)
Unrecognized prior service credits, net of tax	2,314	0
Total	$ 1,826	$ (61)

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Pension and Other Retirement Plans - Weighted Average Assumptions (Details) - USD ($) $ in Millions		5 Months Ended	7 Months Ended	12 Months Ended
		Dec. 28, 2014	Aug. 04, 2014	Dec. 31, 2015	Dec. 28, 2014
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Postretirement health care and life insurance liabilities distributed in spin-off			$ 44
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate for expense through Publishing Spin-Off	[1]		4.70%
Discount rate for obligations		3.95%		4.30%	3.95%
Increase in future salary levels for expense				3.50%	3.50%
Increase in future salary levels for obligations		3.50%		3.50%	3.50%
Long-term rate of return on plans’ assets for expense				7.25%	7.50%
Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate for expense through Publishing Spin-Off	[1]		3.95%
Discount rate for obligations		3.30%		3.45%	3.30%
Increase in future salary levels for expense				0.00%	0.00%
Increase in future salary levels for obligations		0.00%		0.00%	0.00%
Long-term rate of return on plans’ assets for expense				0.00%	0.00%
Successor | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate for expense through Publishing Spin-Off	[1]	4.70%		3.95%
Successor | Other Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate for expense through Publishing Spin-Off	[1]	3.35%		3.30%

[1] (1)In connection with the Publishing Spin-off, the Company distributed to Tribune Publishing approximately $44 million of postretirement health care and life insurance liabilities. As a result, the Company remeasured its remaining other post retirement plan obligations as of the date of the Publishing Spin-off.

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Pension and Other Retirement Plans - Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Compensation and Retirement Disclosure [Abstract]
Defined Benefit Plan, Percent Increase on Service and Interest Cost Component	1.00%
Service cost and interest cost, 1% Increase	$ 25
Service cost and interest cost, 1% Decrease	(22)
Projected benefit obligation, 1% Increase	283
Projected benefit obligation, 1% Decrease	$ (257)

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Pension and Other Retirement Plans - Actual Allocations and Target Allocations by Asset Class (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014
Defined Benefit Plan Disclosure [Line Items]
Actual Allocations	100.00%	100.00%
Target Allocations	100.00%	100.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Actual Allocations	51.50%	51.90%
Target Allocations	50.00%	50.00%
Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Actual Allocations	41.60%	41.40%
Target Allocations	45.00%	45.00%
Cash and other short-term investments
Defined Benefit Plan Disclosure [Line Items]
Actual Allocations	1.10%	1.80%
Target Allocations	0.00%	0.00%
Other alternative investments
Defined Benefit Plan Disclosure [Line Items]
Actual Allocations	5.80%	4.90%
Target Allocations	5.00%	5.00%

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Pension and Other Retirement Plans - Pension Plan Assets by Asset Category (Details) - Pension Plans - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 29, 2012
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value	$ 1,506,692	$ 1,631,324
Contract value of pension plan assets	24,206	23,933
Fair value of pension plan assets	1,530,898	1,655,257	$ 1,595,294
Level 1
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value	585,719	675,548
Level 2
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value	832,139	874,569
Level 3
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan Fair VAlue of Plan Assets Excluding Assets Measured at Contract Value	88,834	81,207
Registered investment companies
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	585,719	675,548
Registered investment companies | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	585,719	675,548
Registered investment companies | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Registered investment companies | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Common/collective trusts
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	114,471	127,805
Common/collective trusts | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Common/collective trusts | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	114,471	127,805
Common/collective trusts | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
103-12 investment entity
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	159,975	164,168
103-12 investment entity | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
103-12 investment entity | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	159,975	164,168
103-12 investment entity | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
International equity limited partnership [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	38,857	46,539
International equity limited partnership [Member] | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
International equity limited partnership [Member] | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	38,857	46,539
International equity limited partnership [Member] | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
U.S. government securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	167,969	174,201
U.S. government securities | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
U.S. government securities | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	167,969	174,201
U.S. government securities | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	246,739	246,737
Corporate bonds | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Corporate bonds | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	246,739	246,737
Corporate bonds | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Mortgage-backed and asset-backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	29,473	33,828
Mortgage-backed and asset-backed securities | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Mortgage-backed and asset-backed securities | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	29,473	33,828
Mortgage-backed and asset-backed securities | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Other alternative investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	26,582	30,578
Other alternative investments | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Other alternative investments | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	26,582	30,578
Other alternative investments | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Pooled separate account
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	18,221	19,669
Pooled separate account | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Pooled separate account | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	18,221	19,669
Pooled separate account | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Loan fund limited partnership
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	29,852	31,044
Loan fund limited partnership | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Loan fund limited partnership | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	29,852	31,044
Loan fund limited partnership | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Real Estate
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	86,909	77,731
Real Estate | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Real Estate | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Real Estate | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	86,909	77,731		$ 71,580
Private Equity Limited Partnerships
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	456	1,461
Private Equity Limited Partnerships | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Private Equity Limited Partnerships | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Private Equity Limited Partnerships | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	456	1,461		2,389
Venture capital limited partnerships
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	1,469	2,015
Venture capital limited partnerships | Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Venture capital limited partnerships | Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	0	0
Venture capital limited partnerships | Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of pension plan assets	$ 1,469	$ 2,015		$ 2,150

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Pension and Other Retirement Plans - Changes in Fair Value of Pension Plan Level 3 Assets (Details) - Pension Plans - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	$ 1,655,257	$ 1,595,294
Fair value of plans’ assets, end of year	1,530,898	1,655,257
Real Estate
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	77,731
Fair value of plans’ assets, end of year	86,909	77,731
Real Estate | Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	77,731
Realized net gains	2,032	4,003
Unrealized net gains (losses)	8,580	5,551
Transfers out of Level 3 investments	(588)	(2,447)
Purchases	1,371	1,212
Sales	(2,217)	(2,168)
Fair value of plans’ assets, end of year	86,909	77,731
Private Equity Limited Partnerships
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	1,461
Fair value of plans’ assets, end of year	456	1,461
Private Equity Limited Partnerships | Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	1,461
Realized net gains	46	1
Unrealized net gains (losses)	(19)	(680)
Transfers out of Level 3 investments	(46)	(1)
Purchases	0	0
Sales	(986)	(248)
Fair value of plans’ assets, end of year	456	1,461
Venture capital limited partnerships
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	2,015
Fair value of plans’ assets, end of year	1,469	2,015
Venture capital limited partnerships | Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of plans’ assets, beginning of year	2,015
Realized net gains	0	0
Unrealized net gains (losses)	(521)	(56)
Transfers out of Level 3 investments	0	0
Purchases	0	0
Sales	(25)	(79)
Fair value of plans’ assets, end of year	$ 1,469	$ 2,015

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Pension and Other Retirement Plans - Benefit Plans Expected to be Paid (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
2016	$ 114,523
2017	116,909
2018	119,720
2019	121,530
2020	123,001
Thereafter	627,912
Other Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
2016	1,409
2017	1,293
2018	1,157
2019	1,048
2020	942
Thereafter	$ 3,460

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Capital Stock (Details)				3 Months Ended			12 Months Ended
	Feb. 24, 2016 USD ($) $ / shares	Apr. 28, 2015 $ / shares shares	Apr. 09, 2015 USD ($) $ / shares	Dec. 31, 2015 USD ($) $ / shares shares	Sep. 30, 2015 USD ($) $ / shares	Jun. 30, 2015 USD ($) $ / shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 28, 2014 USD ($) $ / shares shares	Dec. 29, 2013 shares	Oct. 13, 2014 USD ($)	Jul. 14, 2014 $ / shares	Dec. 31, 2012 USD ($) $ / shares shares
Class of Stock [Line Items]
Treasury stock issued, shares				7,670,216			7,670,216	975,594
Preferred stock authorized for issuance, shares				40,000,000			40,000,000	40,000,000
Registration Rights Agreement, Demand Registration, Holder Rights Percentage												5.00%
Registration Rights Agreement, Aggregate Proceeds Expected to be Received, Benchmark Amount | $												$ 100,000,000
Registration Rights Agreement, Registration Payment Percent of Market Capitalization												2.50%
Treasury stock acquired, shares							6,569,056	1,101,160
Treasury stock acquired, value | $							$ 332,000,000	$ 68,000,000
Treasury stock acquired, price per share | $ / shares							$ 50.59	$ 61.58
Treasury stock placed in trades and settled in 2015, shares							125,566
Treasury stock placed in trades and settled in 2015 | $							$ 7,600,000
Dividends, Common Stock, Cash | $				$ 23,555,000	$ 23,620,000	$ 24,100,000	$ 71,275,000
Preferred stock par value, per share | $ / shares				$ 0.001			$ 0.001	$ 0.001
Warrant
Class of Stock [Line Items]
Warrants issued, shares				291,309			291,309					16,789,972
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares												$ 0.001
Common Class A
Class of Stock [Line Items]
Common stock issued, shares				100,015,546			100,015,546	95,708,401				78,754,269
Common Stock, Conversion Ratio							1
Common stock converted, shares issued							2,432,478	772,042	1,389,119
Class Of Warrant Or Right, Number of Warrants Exercised							1,718,652	4,875,048	9,904,963
Warrant exercises, shares							1,718,645	4,850,072	9,786,411
Common stock authorized for issuance, shares				1,000,000,000			1,000,000,000	1,000,000,000
Shares Sold During Public Offering, Including Existing Shareholders		9,240,073
Shares Issued, Price Per Share | $ / shares		$ 56.00
Outstanding common stock authorized for repurchase | $										$ 400,000,000
Common stock par value, per share | $ / shares				$ 0.001			$ 0.001	$ 0.001			$ 0.001
Common Class A | Unrestricted Stock Awards
Class of Stock [Line Items]
Common stock issued, shares				9,536			9,536	5,682	4,077
Common Class B
Class of Stock [Line Items]
Common stock issued, shares				5,605			5,605	2,438,083				4,455,767
Common Stock, Conversion Ratio							1
Common stock conversion, shares							2,432,478	772,042	1,389,119
Warrant exercises, shares							0	24,944	118,533
Common stock authorized for issuance, shares				1,000,000,000			1,000,000,000	200,000,000
Common stock par value, per share | $ / shares				$ 0.001			$ 0.001	$ 0.001			$ 0.001
Preferred Stock
Class of Stock [Line Items]
Preferred stock authorized for issuance, shares				40,000,000			40,000,000
Oaktree Group
Class of Stock [Line Items]
Number of demand registrations							5
JP Morgan
Class of Stock [Line Items]
Number of demand registrations							3
Angelo Gordon & Co. LP [Member]
Class of Stock [Line Items]
Number of demand registrations							3
Special Cash Dividend
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared | $ / shares							$ 6.73
Common Stock, Dividends, Per Share, Cash Paid | $ / shares			$ 6.73
Dividends, Common Stock, Cash | $			$ 649,000,000
Regular Cash Dividend
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared | $ / shares				$ 0.25	$ 0.25	$ 0.25	$ 0.75
Subsequent Event | Common Class A
Class of Stock [Line Items]
Outstanding common stock authorized for repurchase | $	$ 400,000,000
Subsequent Event | Regular Cash Dividend
Class of Stock [Line Items]
Common Stock, Dividends, Per Share, Declared | $ / shares	$ 0.25

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Capital Stock Quarterly Dividend (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Quarterly Cash Dividend [Line Items]
Dividends, Common Stock, Cash	$ 23,555	$ 23,620	$ 24,100	$ 71,275
Regular Cash Dividend
Quarterly Cash Dividend [Line Items]
Common Stock, Dividends, Per Share, Declared	$ 0.25	$ 0.25	$ 0.25	$ 0.75
Successor | Regular Cash Dividend
Quarterly Cash Dividend [Line Items]
Common Stock, Dividends, Per Share, Declared				$ 0.75	$ 0.00	$ 0.00

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Stock Based Compensation (Details) - USD ($) $ in Millions			3 Months Ended	12 Months Ended
	Aug. 04, 2014	Mar. 01, 2013	Jun. 30, 2013	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan maximum of outstanding Common Stock, percent		5.00%
Common stock authorized for issuance, shares		5,263,000
Shares available for grant				2,408,731
Spin-off adjustment to outstanding Equity Awards, shares	90,525
Share-based Compensation Arrangement by Share-based Payment Award, Special Cash Dividend Adjustments				251,537
Stock-based compensation expense				$ 32	$ 28	$ 7
NSOs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan vesting percent per each anniversary				25.00%
NSO maximum contractual term				10 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan vesting percent per each anniversary				25.00%
PSUs | Two Year Performance Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan vesting period, years				2 years
PSUs | Three Year Performance Period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan vesting period, years				3 years
Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity Incentive Plan vesting percent per each anniversary			33.00%

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Stock Based Compensation - Weighted-average Assumptions (Details)		12 Months Ended
		Dec. 31, 2015	Dec. 28, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk-free interest rate		1.71%	1.95%
Expected dividend yield	[1]	0.17%	0.00%
Expected stock price volatility		44.47%	54.05%
Expected life (in years)		6 years 2 months 30 days	6 years 2 months 27 days

[1] (1) Prior to the Board’s approval of quarterly dividends in the second quarter of 2015, the Company utilized a 0% expected dividend yield assumption in its Black-Scholes calculations.

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Stock Based Compensation - NSOs (Details) - NSOs - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
		Aug. 04, 2014	Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, shares			1,375,000	[1]	975,000	[1]	352,000	0
Outstanding, Weighted Average Exercise Price			$ 60.62	[1]	$ 70.90	[1]	$ 57.32	$ 0.00
Outstanding, Weighted Average Fair Value			$ 30.47	[1]	$ 37.15	[1]	$ 28.00
Outstanding, Weighted Average Remaining Contractual Term (in years)			8 years 3 months 15 days	[1]	9 years	[1]	9 years 4 months 25 days
Outstanding, Aggregate Intrinsic Value			$ 0	[1]	$ 1,164	[1]	$ 7,134
Grants in period, shares			449,000		770,000		375,000
Grants in period, Weighted Average Exercise Price			$ 57.91		$ 79.59		$ 57.27
Grants in period, Weighted Average Fair Value			$ 25.81		$ 42.24		$ 27.97
Exercised in period, shares			(3,000)		(25,000)
Exercised in period, Weighted Average Exercise Price			$ 49.40		$ 56.93
Exercised in period, Weighted Average Fair Value			$ 23.86		$ 27.79
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			(31,000)		(4,000)
Cancelled in period, Weighted Average Exercise Price			$ 64.01		$ 56.73
Cancelled in Period, Weighted Average Fair Value			$ 33.63		$ 27.82
Forfeitures in period, shares			(160,000)		(84,000)		(23,000)
Forfeitures in period, Weighted Average Exercise Price			$ 60.20		$ 66.60		$ 56.60
Forfeitures in period, Weighted Average Fair Value			$ 29.88		$ 34.21		$ 27.53
Adjustments due to Publishing Spin-off, shares	[2]				(34,000)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Special Cash Dividend Adjustments			145,000
Vested and exercisable, shares	[1]		287,000
Vested and exercisable, Weighted Average Exercise Price	[1]		$ 61.68
Vested and exercisable, Weighted Average Fair Value	[1]		$ 32.02
Vested and exercisable, Weighted Average Remaining Contractual Term (in years)	[1]		7 years 7 months 24 days
Vested and exercisable, Aggregate Intrinsic Value	[1]		$ 0
NSOs cancelled from Publishing Spin-off, shares		90,086
Increase in stock based compensation to preserve intrinsic value, shares		56,071

[1] (2)The weighted average exercise price and weighted-average fair value of options outstanding as of December 28, 2014 and December 31, 2015 reflect the adjustments to the awards as a result of the Publishing Spin-off and the Special Cash Dividend, respectively.

[2] (1)As of the date of the Publishing Spin-off, 90,086 of NSOs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 56,071 NSOs to preserve the intrinsic value of outstanding NSOs attributable to Tribune Media Company employees, while also preserving the fair value of the awards immediately before and after the Publishing Spin-off.

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Stock Based Compensation - RSUs (Details) - $ / shares			12 Months Ended
		Aug. 04, 2014	Dec. 31, 2015		Dec. 28, 2014	Dec. 29, 2013	Dec. 31, 2012
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding, shares			840,000	[1],[2]	633,000	402,000	0
Outstanding, Weighted Average Fair Value			$ 58.39	[1],[2]	$ 68.76	$ 57.69	$ 0.00
Grants in period, shares			457,000		521,000	422,000
Grants in period, Weighted Average Fair Value			$ 57.18		$ 78.58	$ 57.64
Forfeitures in Period, shares			(151,000)		(86,000)	(20,000)
Forfeitures in Period, Weighted Average Fair Value			$ 58.80		$ 68.10	$ 56.60
Vested and issued in period, shares			(203,000)		(149,000)
Vested and issued in period, Weighted Average Fair Value			$ 66.65		$ 63.70
Adjustment due to Publishing Spin-off, shares	[3]				(55,000)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments			89,000
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years)			2 years 3 months 15 days	[1],[2]	2 years 8 months 9 days	3 years 1 month 6 days
RSUs cancelled from Publishing Spin-off, shares		94,365
Increase in stock based compensation to preserve intrinsic value, shares		38,846
RSU Dividend Equivalent Unit (DEU) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Grants in period, shares			16,000
Grants in period, Weighted Average Fair Value			$ 41.71
Forfeitures in Period, shares			(1,000)
Forfeitures in Period, Weighted Average Fair Value			$ 44.26
Geographic Distribution, Foreign | RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding, shares			7,906
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			4 years

[1] (2) Includes 7,906 RSUs which were granted to foreign employees and which the Company expects to settle in cash. These RSUs generally vest over a four year period. The fair value of these RSUs at December 31, 2015 was not material.

[2] (3) The weighted average fair value of outstanding RSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

[3] (1)As of the date of the Publishing Spin-off, 94,365 of RSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 38,846 RSUs to preserve the fair value of outstanding RSUs attributable to Tribune Media Company employees.

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Stock Based Compensation - Restricted and Unrestricted Stock Awards (Details) - Restricted And Unrestricted Stock Awards - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding, shares	0	17	34	0
Outstanding, Weighted Average Fair Value	$ 0.00	$ 56.80	$ 57.58	$ 0.00
Grants in period, shares	12	6	38
Grants in period, Weighted Average Fair Value	$ 60.07	$ 77.40	$ 57.50
Vested in period, shares	(27)	(23)	(4)
Vested in period, Weighted Average Fair Value	$ 58.24	$ 63.74	$ 56.90
Forfeitures in Period, shares	(2)
Forfeitures in Period, Weighted Average Fair Value	$ 56.80
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years)	0 years	1 year	2 years

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Stock Based Compensation - PSUs (Details) - $ / shares			12 Months Ended
		Aug. 04, 2014	Dec. 31, 2015		Dec. 28, 2014	Dec. 29, 2013
PSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding, shares			107,000	[1],[2]	43,000	0
Outstanding, Weighted Average Fair Value			$ 74.35		$ 0.00
Outstanding and nonvested, Weighted Average Remaining Contractual Term (in years)			7 months 13 days	[1],[2]	1 year 4 months
Grants in period, shares			66,000		55,000
Grants in period, Weighted Average Fair Value			$ 68.10		$ 79.16
Forfeitures in Period, shares			(17,000)		(11,000)
Forfeitures in Period, Weighted Average Fair Value			$ 64.89		$ 75.92
Adjustment due to Publishing Spin-off, shares	[3]				(1,000)
Outstanding, Weighted Average Fair Value			$ 65.50	[1],[2]	$ 74.35	$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments	[1]		12,000
PSUs cancelled from Publishing Spin-off, shares		7,936
Increase in stock based compensation to preserve intrinsic value, shares		6,945
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Options, Special Cash Dividend Adjustments PSUs Not Deemed Granted			5,907
PSU Dividend Equivalent Unit (DEU)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Grants in period, shares			3,000
Grants in period, Weighted Average Fair Value			$ 41.86

[1] (2) Represents shares of PSUs for which performance targets have been established and which are deemed granted under U.S. GAAP. An additional adjustment of 5,907 PSUs which have not yet been deemed granted under U.S. GAAP is not reflected in the table above.

[2] (3) The weighted average fair value of outstanding PSUs as of December 31, 2015 reflects the adjustment for the Special Cash Dividend.

[3] (1)As of the date of the Publishing Spin-off, 7,936 of PSUs attributable to employees of Tribune Publishing were cancelled, offset by an increase of 6,945 PSUs to preserve the fair value of outstanding PSUs attributable to Tribune Media Company employees.

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Stock Based Compensation - Unrecognized Compensation Cost (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Unrecognized Compensation Cost	$ 58,686
Weighted Average Remaining Recognition Period (in years)	2 years 3 months 18 days

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Earnings Per Share - Narrative (Details) - shares		12 Months Ended
	Dec. 31, 2015	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Earnings Per Share [Abstract]
Incremental Common Shares Attributable to Dilutive Effect of Nonvested Shares with Forfeitable Dividends	17,433
Weighted-average warrants outstanding excluded from EPS, shares		877,233	3,372,145	11,965,432
Anti-dilutive common share equivalents excluded from EPS, shares		2,002,476	651,774	58,355

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended								12 Months Ended
		Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
Earnings Per Share [Abstract]
(Loss) Income from Continuing Operations						$ 314,676	$ 52,886	$ 67,082	$ 28,467	$ (319,918)	$ 463,111	$ 162,942
Total Dividends Distributed to Warrants as Participating Securities Under Two-class Method										325	0	0
Undistributed earnings allocated to Warrants										0	15,562	19,497
(Loss) income from continuing operations attributable to common shareholders for basic EPS										(320,243)	447,549	143,445
Undistributed earnings allocated to dilutive securities	[1]									0	38	33
(Loss) income from continuing operations attributable to common shareholders for diluted EPS										(320,243)	447,587	143,478
Income from discontinued operations, as reported						$ 0	$ 14,889	$ (15,840)	$ (12,601)	0	(13,552)	(78,613)
Undistributed earnings allocated to warrants										0	502	9,406
Income from discontinued operations attributable to common shareholders for basic and diluted EPS	[1]									0	13,050	69,207
Net income attributable to common shareholders for basic EPS										(320,243)	460,599	212,652
Net (loss) income attributable to common shareholders for diluted EPS										$ (320,243)	$ 460,637	$ 212,685
Weighted average shares outstanding - basic										94,686	96,689	88,037
Impact of dilutive securities	[1]									0	234	114
Weighted average shares outstanding - diluted										94,686	96,923	88,151
Basic (Loss) Earnings Per Common Share From Continuing Operations (usd per share)						$ 3.15	$ 0.53	$ 0.67	$ 0.28	$ (3.38)	$ 4.63
Discontinued Operations						0.00	(0.15)	0.16	0.13	0.00	0.13
Net income (loss) attributable to common shareholders		$ (4.07)	$ 0.29	$ (0.04)	$ 0.37	3.15	0.38	0.83	0.41	(3.38)	4.76	$ 2.42
Continuing Operations						3.14	0.53	0.67	0.28	(3.38)	4.62
Discontinued Operations						0.00	(0.15)	0.16	0.13	0.00	0.13
Net income (loss) attributable to common shareholders		$ (4.07)	$ 0.29	$ (0.04)	$ 0.37	$ 3.14	$ 0.38	$ 0.83	$ 0.41	$ (3.38)	$ 4.75	$ 2.41

[1] The impact of dilutive securities associated with Equity Awards held by Tribune Publishing employees is immaterial. As such, all of the impact of dilutive securities has been allocated to diluted EPS from continuing operations.

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Comprehensive Income (Details) - USD ($) $ in Thousands			12 Months Ended
		Dec. 31, 2012	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period			$ (46,541)
Accumulated other comprehensive (loss) income, balance at the end of the period			$ (71,016)	$ (46,541)
CareerBuilder, LLC
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Ownership in equity method investment, percent			32.10%
Television Food Network, G.P.
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Ownership in equity method investment, percent			31.30%
Predecessor
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		$ (908,124)
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)	[1]	908,124
Elimination of accumulated other comprehensive income (loss)		(1,070,764)
Other Comprehensive Income Loss Reclassification Adjustment From AOCI Pension and Other Postretirement Benefit Plans For Net Gain Loss Tax Continued and Discontinued Operations		163,183
Other Comprehensive Income Foreign Currency Translation Gain Loss Arising During Period Tax Continued and Discontinued Operations		(543)
Predecessor | Unrecognized Benefit Plan Gains and Losses
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		(905,314)
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)	[1]	905,314
Predecessor | Unrecognized Benefit Plan Gains and Losses | Pension Plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		(947,724)
Predecessor | Unrecognized Benefit Plan Gains and Losses | Other Postretirement Plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		43,000
Predecessor | Foreign Currency Translation Adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		(2,810)
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)	[1]	2,810
Predecessor | Unrecognized Gain on Marketable Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period		0
Fresh-Start Adjustment, Increase (Decrease), Accumulated Other Comprehensive Income (Loss)		0
Successor
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period			$ (46,541)	140,685
Other comprehensive (loss) income			(24,475)	(185,136)	$ 140,685
Distributed in Publishing Spin-off				(2,090)
Accumulated other comprehensive (loss) income, balance at the end of the period		0	(71,016)	(46,541)	140,685
Successor | Unrecognized Benefit Plan Gains and Losses
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period			(49,323)	140,590
Other comprehensive (loss) income			(8,068)	(187,830)	140,590
Distributed in Publishing Spin-off				(2,083)
Accumulated other comprehensive (loss) income, balance at the end of the period		0	(57,391)	(49,323)	140,590
Successor | Foreign Currency Translation Adjustments
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period			(2,665)	95
Other comprehensive (loss) income	[2]		(13,099)	(2,753)	95
Distributed in Publishing Spin-off				(7)
Accumulated other comprehensive (loss) income, balance at the end of the period		0	(15,764)	(2,665)	95
Successor | Foreign Currency Translation Adjustments | CareerBuilder, LLC and Television Food Network G.P.
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Other comprehensive (loss) income	[2]		(2,261)	(2,365)
Successor | Unrecognized Gain on Marketable Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated other comprehensive (loss) income, balance at beginning of the period			5,447	0
Other comprehensive (loss) income			(3,308)	5,447	0
Distributed in Publishing Spin-off				0
Accumulated other comprehensive (loss) income, balance at the end of the period		$ 0	$ 2,139	$ 5,447	$ 0

[1] (1)As a result of the adoption of fresh-start reporting, amounts included in the Predecessor’s accumulated other comprehensive (loss) income at December 30, 2012 were eliminated. As a result, the Company recorded $1.071 billion of previously unrecognized pretax losses in reorganization items, net in the Predecessor’s Consolidated Statement of Operations for December 31, 2012. The net balance at December 30, 2012 of $(905) million for benefit plans was comprised of $(948) million related to pension plans and $43 million related to other postretirement plans.

[2] (2)The changes included a loss of $2 million in each of 2015 and 2014, net of taxes, and an immaterial impact for 2013, related to the Company’s 32.1% investment interest in CareerBuilder and the Company’s 31.3% investment interest in TV Food Network. See Note 9 for the discussion of the Company’s equity-method investments.

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Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 28, 2014	Oct. 01, 2014
Related Party Transaction [Line Items]
Long-term Debt	$ 3,479,023	$ 3,494,985
Principal Owner | HWW | Minimum | Oaktree Group
Related Party Transaction [Line Items]
Investment ownership, percentage			10.00%
Principal Owner | HWW | Maximum | Oaktree Group
Related Party Transaction [Line Items]
Investment ownership, percentage			15.00%
Equity Funds | Principal Owner
Related Party Transaction [Line Items]
Fair value of investment in loan fund limited partnership	30,000	31,000
Long-term Debt	$ 38,000	$ 56,000

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Business Segments (Details)	12 Months Ended
	Dec. 31, 2015 television_station
Segment Reporting Information [Line Items]
Number of Television Stations	42
Percentage of Total Revenue, No Single Customer Exceeds	.1
Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	42
Dreamcatcher | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	3
FOX Broadcasting Company Television Affiliates | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	14
CW Television | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	13
CBS Corporation Television Affiliates | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	6
American Broadcasting Company Television Affiliates | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	3
National Broadcasting Company Television Affiliates | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	2
Independent Television Stations | Television and Entertainment
Segment Reporting Information [Line Items]
Number of Television Stations	4

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Business Segments - Operating Segments (Details) - USD ($) $ in Thousands		3 Months Ended								12 Months Ended
		Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 29, 2015	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
Segment Reporting Information [Line Items]
Operating Revenues		$ 547,605	$ 488,594	$ 501,524	$ 472,737	$ 553,420	$ 474,858	$ 474,979	$ 446,102	$ 2,010,460	[1]	$ 1,949,359	[1]	$ 1,147,240	[1]
Total operating profit		(382,216)	38,808	19,784	60,935	163,444	55,285	32,193	50,260	(262,689)	[1],[2]	301,182	[1],[2]	199,040	[1],[2]
Depreciation	[3]									74,289		70,187		41,187
Amortization	[3]									195,230		218,287		114,717
Capital expenditures										89,084		89,438		70,869
Assets		9,758,535				11,396,455				9,758,535		11,396,455
Assets held for sale (6)	[4]	206,422				5,645				206,422		5,645
Depreciation from discontinued operations												19,000		34,000
Amortization from discontinued operations												4,000		6,000
Restricted cash and cash equivalents		17,595				17,600				17,595		17,600
Operating Segments | Television and Entertainment
Segment Reporting Information [Line Items]
Operating Revenues		464,013	429,700	445,622	410,300	480,185	418,294	426,961	400,201	1,749,635	[1]	1,725,641	[1]	1,021,586	[1]
Total operating profit		(365,452)	64,061	47,088	79,348	146,026	74,294	52,414	64,697	(174,955)	[1],[2]	337,431	[1],[2]	196,899	[1],[2]
Depreciation	[3]									48,434		50,262		29,947
Amortization	[3]									165,936		197,054		105,526
Assets		7,748,153				8,234,456				7,748,153		8,234,456
Operating Segments | Digital and Data
Segment Reporting Information [Line Items]
Operating Revenues		71,139	46,561	43,625	50,202	60,200	43,434	33,807	31,485	211,527	[1]	168,926	[1]	72,055	[1]
Total operating profit		15,032	$ (6,207)	$ (4,150)	$ 3,734	14,291	$ (396)	$ (8,910)	$ (2,086)	8,409	[1],[2]	2,899	[1],[2]	15,538	[1],[2]
Depreciation	[3]									9,738		7,744		2,576
Amortization	[3]									29,294		21,233		9,191
Assets	[5]	725,151				644,985				725,151		644,985
Restricted cash and cash equivalents		3,000				4,000				3,000		4,000
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Operating Revenues	[1]									49,298		54,792		53,599
Total operating profit	[1],[2]									(96,143)		(39,148)		(13,397)
Depreciation	[3]									16,117		12,181		8,664
Assets	[6]	1,078,809				$ 2,511,369				1,078,809		2,511,369
Restricted cash and cash equivalents		$ 18,000								18,000
Continuing Operations | Operating Segments | Television and Entertainment
Segment Reporting Information [Line Items]
Capital expenditures										33,173		34,149		18,813
Continuing Operations | Operating Segments | Digital and Data
Segment Reporting Information [Line Items]
Capital expenditures										23,626		13,102		2,993
Continuing Operations | Corporate, Non-Segment
Segment Reporting Information [Line Items]
Capital expenditures										32,285		35,892		33,205
Discontinued Operations
Segment Reporting Information [Line Items]
Capital expenditures										$ 0		$ 6,295		$ 15,858

[1] (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

[2] (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

[3] (3)Depreciation from discontinued operations totaled $19 million, and $34 million for the years ended December 28, 2014 and December 29, 2013, respectively. Amortization from discontinued operations totaled $4 million, and $6 million for the years ended December 28, 2014 and December 29, 2013, respectively.

[4] (6)See Note 7 for information regarding assets held for sale.

[5] (4)At December 31, 2015 and December 28, 2014, Digital and Data total assets included $3 million and $4 million, respectively, related to restricted cash and cash equivalents held primarily to satisfy deferred compensation commitments.

[6] As of December 31, 2015 and December 28, 2014, Corporate total assets included $18 million related to restricted cash held to satisfy remaining claim obligations to holders of priority claims and fees earned by professional advisors during Chapter 11 proceedings (see Note 3). Corporate and Other assets include certain real estate assets (see Note 2) as well as the Company’s equity investment in CareerBuilder.

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Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended																12 Months Ended
		Dec. 31, 2015		Sep. 30, 2015		Jun. 30, 2015		Mar. 29, 2015		Dec. 28, 2014		Sep. 28, 2014		Jun. 29, 2014		Mar. 30, 2014		Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
Segment Reporting Information [Line Items]
Total operating revenues		$ 547,605		$ 488,594		$ 501,524		$ 472,737		$ 553,420		$ 474,858		$ 474,979		$ 446,102		$ 2,010,460	[1]	$ 1,949,359	[1]	$ 1,147,240	[1]
Total operating profit (loss)		(382,216)		38,808		19,784		60,935		163,444		55,285		32,193		50,260		(262,689)	[1],[2]	301,182	[1],[2]	199,040	[1],[2]
Income on equity investments, net		27,125		36,987		45,913		36,934		38,938		40,559		118,953		38,263		146,959		236,713		145,241
Interest and dividend income		257		162		43		367		687		363		147		171		829		1,368		413
Interest expense		(42,315)		(42,529)		(40,374)		(39,212)		(39,051)		(39,150)		(39,146)		(40,519)		(164,430)		(157,866)		(39,134)
Loss on extinguishment of debt		0		0		(37,040)		0										(37,040)
Gain on investment transactions, net		103	[3]	3,250	[3]	8,133	[3]	687	[3]	371,783	[3]	2	[3]	700	[3]	0	[3]	12,173	[3]	372,485	[3]	150
Other non-operating gain (loss), net	[3]	5,623		2,306		211		0		(3,734)		68		(1,295)		157		8,140		(4,804)
Reorganization items, net	[4]	(105)		188		(628)		(992)		(1,293)		(1,594)		(2,165)		(2,216)		(1,537)		(7,268)
Income (Loss) from Continuing Operations Before Income Taxes		(391,528)		39,172		(3,958)		58,719		530,774		55,533		109,387		46,116		(297,595)		741,810		258,907
Income tax expense		(10,600)		11,314		(693)		22,302		216,098		2,647		42,305		17,649		22,323		278,699		95,965
(Loss) Income from Continuing Operations										314,676		52,886		67,082		28,467		(319,918)		463,111		162,942
Income from Discontinued Operations, net of taxes										0		(14,889)		15,840		12,601		0		13,552		78,613
Net Income (Loss)		$ (380,928)		$ 27,858		$ (3,265)		$ 36,417		$ 314,676		$ 37,997		$ 82,922		$ 41,068		$ (319,918)		$ 476,663		$ 241,555
Continuing Operations										$ 3.15		$ 0.53		$ 0.67		$ 0.28		$ (3.38)		$ 4.63
Discontinued Operations										0.00		(0.15)		0.16		0.13		0.00		0.13
Net income (loss) attributable to common shareholders		$ (4.07)		$ 0.29		$ (0.04)		$ 0.37		3.15		0.38		0.83		0.41		(3.38)		4.76		$ 2.42
Continuing Operations										3.14		0.53		0.67		0.28		(3.38)		4.62
Discontinued Operations										0.00		(0.15)		0.16		0.13		0.00		0.13
Net income (loss) attributable to common shareholders		$ (4.07)		$ 0.29		$ (0.04)		$ 0.37		$ 3.14		$ 0.38		$ 0.83		$ 0.41		$ (3.38)		$ 4.75		$ 2.41
Operating Segments | Television and Entertainment
Segment Reporting Information [Line Items]
Total operating revenues		$ 464,013		$ 429,700		$ 445,622		$ 410,300		$ 480,185		$ 418,294		$ 426,961		$ 400,201		$ 1,749,635	[1]	$ 1,725,641	[1]	$ 1,021,586	[1]
Total operating profit (loss)		(365,452)		64,061		47,088		79,348		146,026		74,294		52,414		64,697		(174,955)	[1],[2]	337,431	[1],[2]	196,899	[1],[2]
Operating Segments | Digital and Data
Segment Reporting Information [Line Items]
Total operating revenues		71,139		46,561		43,625		50,202		60,200		43,434		33,807		31,485		211,527	[1]	168,926	[1]	72,055	[1]
Total operating profit (loss)		15,032		(6,207)		(4,150)		3,734		14,291		(396)		(8,910)		(2,086)		8,409	[1],[2]	2,899	[1],[2]	$ 15,538	[1],[2]
Corporate and Other
Segment Reporting Information [Line Items]
Total operating revenues		12,453		12,333		12,277		12,235		13,035		13,130		14,211		14,416		49,298		54,792
Total operating profit (loss)		$ (31,796)		$ (19,046)		$ (23,154)		$ (22,147)		$ 3,127		$ (18,613)		$ (11,311)		$ (12,351)		$ (96,143)		$ (39,148)

[1] (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

[2] (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

[3] See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

[4] See Note 3 to the Company’s consolidated financial statements for information pertaining to reorganization items recorded in 2015 and 2014.

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Condensed Consolidated Financial Statements - Statements of Operations and Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended																12 Months Ended
	Dec. 31, 2015		Sep. 30, 2015		Jun. 30, 2015		Mar. 29, 2015		Dec. 28, 2014		Sep. 28, 2014		Jun. 29, 2014		Mar. 30, 2014		Dec. 31, 2015		Dec. 28, 2014		Dec. 29, 2013
Condensed Statement of Income Captions [Line Items]
Operating Revenues	$ 547,605		$ 488,594		$ 501,524		$ 472,737		$ 553,420		$ 474,858		$ 474,979		$ 446,102		$ 2,010,460	[1]	$ 1,949,359	[1]	$ 1,147,240	[1]
Programming and direct operating expenses																	971,030		775,429		480,149
Selling, general and administrative																	647,600		584,274		312,147
Depreciation and amortization																	269,519		288,474		155,904
Impairment of goodwill and other intangible assets																	385,000
Total Operating Expenses																	2,273,149		1,648,177		948,200
Operating (Loss) Profit	(382,216)		38,808		19,784		60,935		163,444		55,285		32,193		50,260		(262,689)	[1],[2]	301,182	[1],[2]	199,040	[1],[2]
Income on equity investments, net	27,125		36,987		45,913		36,934		38,938		40,559		118,953		38,263		146,959		236,713		145,241
Interest and dividend income	257		162		43		367		687		363		147		171		829		1,368		413
Interest expense	(42,315)		(42,529)		(40,374)		(39,212)		(39,051)		(39,150)		(39,146)		(40,519)		(164,430)		(157,866)		(39,134)
Loss on extinguishment of debt																	(37,040)
Gain on investment transaction, net	103	[3]	3,250	[3]	8,133	[3]	687	[3]	371,783	[3]	2	[3]	700	[3]	0	[3]	12,173	[3]	372,485	[3]	150
Other Nonoperating Expense, including Reorganization																	6,603		(12,072)		(46,803)
Intercompany interest income (expense)																	0		0
Intercompany Income (Charges)																	0		0		0
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries	(391,528)		39,172		(3,958)		58,719		530,774		55,533		109,387		46,116		(297,595)		741,810		258,907
Income tax (benefit) expense	(10,600)		11,314		(693)		22,302		216,098		2,647		42,305		17,649		22,323		278,699		95,965
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes																	0		0		0
(Loss) Income from Continuing Operations									314,676		52,886		67,082		28,467		(319,918)		463,111		162,942
Income from Discontinued Operations, net of taxes									0		(14,889)		15,840		12,601		0		13,552		78,613
Net Income (Loss)	$ (380,928)		$ 27,858		$ (3,265)		$ 36,417		$ 314,676		$ 37,997		$ 82,922		$ 41,068		(319,918)		476,663		241,555
Comprehensive (Loss) Income																	(344,393)		291,527		382,240
Consolidation, Eliminations [Member]
Condensed Statement of Income Captions [Line Items]
Operating Revenues																	(18,837)		(16,119)		(239)
Programming and direct operating expenses																	(12,619)		(6,644)		0
Selling, general and administrative																	(6,218)		(9,475)		(239)
Depreciation and amortization																	0		0		0
Impairment of goodwill and other intangible assets																	0
Total Operating Expenses																	(18,837)		(16,119)		(239)
Operating (Loss) Profit																	0		0		0
Income on equity investments, net																	0		0		0
Interest and dividend income																	0		0		0
Interest expense																	0		0		0
Loss on extinguishment of debt																	0
Gain on investment transaction, net																	0		0		0
Other Nonoperating Expense, including Reorganization																	0		0		0
Intercompany interest income (expense)																	0		0
Intercompany Income (Charges)																	0		0		0
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries																	0		0		0
Income tax (benefit) expense																	0		0		0
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes																	205,803		(570,502)		(313,647)
(Loss) Income from Continuing Operations																			(570,502)		(313,647)
Income from Discontinued Operations, net of taxes																			0		0
Net Income (Loss)																	205,803		(570,502)		(313,647)
Comprehensive (Loss) Income																	220,021		(567,749)		(313,432)
Parent (Tribune Media Company) | Reportable Legal Entities [Member]
Condensed Statement of Income Captions [Line Items]
Operating Revenues																	0		0		0
Programming and direct operating expenses																	0		0		0
Selling, general and administrative																	97,093		73,685		38,501
Depreciation and amortization																	7,465		2,162		427
Impairment of goodwill and other intangible assets																	0
Total Operating Expenses																	104,558		75,847		38,928
Operating (Loss) Profit																	(104,558)		(75,847)		(38,928)
Income on equity investments, net																	(240)		0		0
Interest and dividend income																	510		961		410
Interest expense																	(163,336)		(155,227)		(38,655)
Loss on extinguishment of debt																	(37,040)
Gain on investment transaction, net																	791		0		0
Other Nonoperating Expense, including Reorganization																	7,880		(8,563)		(51,570)
Intercompany interest income (expense)																	1,755		1,760
Intercompany Income (Charges)																	100,260		80,851		20,814
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries																	(193,978)		(156,065)		(107,929)
Income tax (benefit) expense																	(74,417)		(55,573)		(35,306)
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes																	(200,357)		577,155		314,178
(Loss) Income from Continuing Operations																			476,663		241,555
Income from Discontinued Operations, net of taxes																			0		0
Net Income (Loss)																	(319,918)		476,663		241,555
Comprehensive (Loss) Income																	(344,393)		291,527		382,240
Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Statement of Income Captions [Line Items]
Operating Revenues																	1,975,463		1,935,338		1,140,243
Programming and direct operating expenses																	960,385		768,397		478,022
Selling, general and administrative																	529,400		502,134		271,186
Depreciation and amortization																	243,303		271,953		154,122
Impairment of goodwill and other intangible assets																	385,000
Total Operating Expenses																	2,118,088		1,542,484		903,330
Operating (Loss) Profit																	(142,625)		392,854		236,913
Income on equity investments, net																	147,199		236,713		145,241
Interest and dividend income																	208		250		2
Interest expense																	(7)		(1,442)		(479)
Loss on extinguishment of debt																	0
Gain on investment transaction, net																	8,132		372,485		150
Other Nonoperating Expense, including Reorganization																	(1,277)		(3,537)		1,226
Intercompany interest income (expense)																	(1,755)		(1,760)
Intercompany Income (Charges)																	(99,904)		(81,328)		(21,594)
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries																	(90,029)		914,235		361,459
Income tax (benefit) expense																	101,493		342,659		128,035
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes																	(5,446)		(6,653)		(531)
(Loss) Income from Continuing Operations																			564,923		232,893
Income from Discontinued Operations, net of taxes																			0		0
Net Income (Loss)																	(196,968)		564,923		232,893
Comprehensive (Loss) Income																	(201,018)		562,558		232,935
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Statement of Income Captions [Line Items]
Operating Revenues																	53,834		30,140		7,236
Programming and direct operating expenses																	23,264		13,676		2,127
Selling, general and administrative																	27,325		17,930		2,699
Depreciation and amortization																	18,751		14,359		1,355
Impairment of goodwill and other intangible assets																	0
Total Operating Expenses																	69,340		45,965		6,181
Operating (Loss) Profit																	(15,506)		(15,825)		1,055
Income on equity investments, net																	0		0		0
Interest and dividend income																	111		157		1
Interest expense																	(1,087)		(1,197)		0
Loss on extinguishment of debt																	0
Gain on investment transaction, net																	3,250		0		0
Other Nonoperating Expense, including Reorganization																	0		28		3,541
Intercompany interest income (expense)																	0		0
Intercompany Income (Charges)																	(356)		477		780
(Loss) Income from Continuing Operations Before Income Taxes and Earnings (Losses) from Consolidated Subsidiaries																	(13,588)		(16,360)		5,377
Income tax (benefit) expense																	(4,753)		(8,387)		3,236
Equity (deficit) in earnings of consolidated subsidiaries, net of taxes																	0		0		0
(Loss) Income from Continuing Operations																			(7,973)		2,141
Income from Discontinued Operations, net of taxes																			13,552		78,613
Net Income (Loss)																	(8,835)		5,579		80,754
Comprehensive (Loss) Income																	$ (19,003)		$ 5,191		$ 80,497

[1] (1)See Note 2 for the disclosures of operating revenues and operating profit included in discontinued operations for the historical periods.

[2] (2)Operating (loss) profit for each segment excludes income and loss on equity investments, interest and dividend income, interest expense, non-operating items, reorganization costs and income taxes.

[3] See Note 6 to the Company’s consolidated financial statements for information pertaining to non-operating items recorded in 2015 and 2014.

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Condensed Consolidated Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands		Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 29, 2012
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents		$ 262,644	$ 1,455,183	$ 640,697	$ 430,574
Restricted cash and cash equivalents		17,595	17,600
Accounts receivable, net		466,628	440,722
Broadcast rights		160,240	147,423
Income taxes receivable		42,838	4,931
Deferred income taxes		0	29,675
Prepaid expenses		63,337	26,300
Other Assets, Current		8,663	38,989
Total current assets		1,021,945	2,160,823
Property, plant and equipment		818,658	953,438
Accumulated depreciation		(160,801)	(102,841)
Net properties		657,857	850,597
Investments in subsidiaries		0	0
Broadcast rights		203,422	157,014
Goodwill		3,561,812	3,918,136	3,815,196
Other intangible assets, net		2,240,199	2,397,794
Assets held for sale	[1]	206,422	5,645
Investments		1,692,700	1,717,192
Intercompany receivables		0	0
Intercompany loan receivable		0	0
Other		174,178	189,254
Total other assets		8,078,733	8,385,035
Total Assets		9,758,535	11,396,455
Accounts payable		60,394	77,295
Debt due within one year		26,479	4,088
Income taxes payable		3,458	252,570
Employee compensation and benefits		87,976	80,270
Contracts payable for broadcast rights		236,676	178,685
Deferred revenue		44,721	34,352
Interest payable		33,828	12,238
Other		141,861	124,952
Total current liabilities		547,417	684,180
Long-term debt		3,452,544	3,490,897
Intercompany loan payable		0	0
Deferred income taxes		984,032	1,156,214
Contracts payable for broadcast rights		385,107	279,819
Contract intangible liability, net		13,772	34,425	193,730
Intercompany payables		0	0
Other		543,941	555,489
Total non-current liabilities		5,379,396	5,516,844
Total Liabilities		5,926,813	6,201,024
Common Stock		100	98
Treasury Stock		(400,153)	(67,814)
Additional paid-in-capital		4,619,618	4,591,470
Retained (deficit) earnings		(322,351)	718,218
Accumulated other comprehensive loss		(71,016)	(46,541)
Total Tribune Media Company shareholders’ equity (deficit)		3,826,198	5,195,431
Noncontrolling interests		5,524	0
Total shareholders’ equity (deficit)		3,831,722	5,195,431
Total Liabilities and Shareholders’ Equity (Deficit)		9,758,535	11,396,455
Consolidation, Eliminations [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents		0	0	0	0
Restricted cash and cash equivalents		0	0
Accounts receivable, net		0	0
Broadcast rights		0	0
Income taxes receivable		0	(1,481)
Deferred income taxes			0
Prepaid expenses		0	0
Other Assets, Current		0	0
Total current assets		0	(1,481)
Property, plant and equipment		0	0
Accumulated depreciation		0	0
Net properties		0	0
Investments in subsidiaries		(10,479,353)	(10,600,716)
Broadcast rights		0	0
Goodwill		0	0
Other intangible assets, net		0	0
Assets held for sale		0	0
Investments		0	0
Intercompany receivables		(6,158,611)	(5,035,424)
Intercompany loan receivable		(27,000)	(27,000)
Other		(187,302)	(188,536)
Total other assets		(6,372,913)	(5,250,960)
Total Assets		(16,852,266)	(15,853,157)
Accounts payable		0	0
Debt due within one year		0	0
Income taxes payable		0	(1,481)
Contracts payable for broadcast rights		0	0
Deferred revenue		0	0
Interest payable		0	0
Other		0	0
Total current liabilities		0	(1,481)
Long-term debt		0	0
Intercompany loan payable		(27,000)	(27,000)
Deferred income taxes		(187,302)	(188,536)
Contracts payable for broadcast rights		0	0
Contract intangible liability, net		0	0
Intercompany payables		(6,158,611)	(5,035,424)
Other		0	0
Total non-current liabilities		(6,372,913)	(5,250,960)
Total Liabilities		(6,372,913)	(5,252,441)
Common Stock		0	0
Treasury Stock		0	0
Additional paid-in-capital		(9,817,885)	(9,719,881)
Retained (deficit) earnings		(678,351)	(883,499)
Accumulated other comprehensive loss		16,883	2,664
Total Tribune Media Company shareholders’ equity (deficit)		(10,479,353)
Noncontrolling interests		0
Total shareholders’ equity (deficit)		(10,479,353)	(10,600,716)
Total Liabilities and Shareholders’ Equity (Deficit)		(16,852,266)	(15,853,157)
Parent (Tribune Media Company) | Reportable Legal Entities [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents		235,508	1,433,388	555,442	410,301
Restricted cash and cash equivalents		17,595	17,600
Accounts receivable, net		672	7,073
Broadcast rights		0	0
Income taxes receivable		0	0
Deferred income taxes			8,546
Prepaid expenses		16,747	15,593
Other Assets, Current		4,494	4,048
Total current assets		275,016	1,486,248
Property, plant and equipment		47,909	24,699
Accumulated depreciation		(10,607)	(3,636)
Net properties		37,302	21,063
Investments in subsidiaries		10,374,921	10,512,753
Broadcast rights		0	0
Goodwill		0	0
Other intangible assets, net		0	0
Assets held for sale		0	0
Investments		18,276	8,958
Intercompany receivables		1,560,781	979,345
Intercompany loan receivable		27,000	27,000
Other		239,046	261,229
Total other assets		1,845,103	1,276,532
Total Assets		12,532,342	13,296,596
Accounts payable		29,587	36,123
Debt due within one year		22,443	0
Income taxes payable		0	0
Contracts payable for broadcast rights		0	0
Deferred revenue		0	0
Interest payable		33,826	12,155
Other		44,615	47,288
Total current liabilities		130,471	95,566
Long-term debt		3,437,713	3,471,017
Intercompany loan payable		0	0
Deferred income taxes		0	0
Contracts payable for broadcast rights		0	0
Contract intangible liability, net		0	0
Intercompany payables		4,652,289	4,022,344
Other		485,671	512,238
Total non-current liabilities		8,575,673	8,005,599
Total Liabilities		8,706,144	8,101,165
Common Stock		100	98
Treasury Stock		(400,153)	(67,814)
Additional paid-in-capital		4,619,618	4,591,470
Retained (deficit) earnings		(322,351)	718,218
Accumulated other comprehensive loss		(71,016)	(46,541)
Total Tribune Media Company shareholders’ equity (deficit)		3,826,198
Noncontrolling interests		0
Total shareholders’ equity (deficit)		3,826,198	5,195,431
Total Liabilities and Shareholders’ Equity (Deficit)		12,532,342	13,296,596
Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents		13,054	12,204	71,788	2,789
Restricted cash and cash equivalents		0	0
Accounts receivable, net		452,722	426,574
Broadcast rights		157,538	144,619
Income taxes receivable		42,816	4,891
Deferred income taxes			21,096
Prepaid expenses		44,817	9,435
Other Assets, Current		3,818	34,869
Total current assets		714,765	653,688
Property, plant and equipment		662,094	830,942
Accumulated depreciation		(144,089)	(95,692)
Net properties		518,005	735,250
Investments in subsidiaries		104,432	87,963
Broadcast rights		203,376	156,949
Goodwill		3,508,718	3,889,609
Other intangible assets, net		2,091,010	2,270,955
Assets held for sale		206,422	5,645
Investments		1,659,029	1,695,289
Intercompany receivables		4,265,957	3,578,837
Intercompany loan receivable		0	0
Other		117,124	108,936
Total other assets		12,051,636	11,706,220
Total Assets		13,388,838	13,183,121
Accounts payable		24,153	39,680
Debt due within one year		0	54
Income taxes payable		2,700	254,051
Contracts payable for broadcast rights		233,660	172,133
Deferred revenue		39,654	30,442
Interest payable		0	0
Other		91,384	68,067
Total current liabilities		391,551	564,427
Long-term debt		0	0
Intercompany loan payable		27,000	27,000
Deferred income taxes		994,083	1,050,751
Contracts payable for broadcast rights		385,052	279,662
Contract intangible liability, net		13,772	34,425
Intercompany payables		1,397,981	887,352
Other		55,779	39,679
Total non-current liabilities		2,873,667	2,318,869
Total Liabilities		3,265,218	2,883,296
Common Stock		0	0
Treasury Stock		0	0
Additional paid-in-capital		9,529,071	9,504,260
Retained (deficit) earnings		600,853	797,819
Accumulated other comprehensive loss		(6,304)	(2,254)
Total Tribune Media Company shareholders’ equity (deficit)		10,123,620
Noncontrolling interests		0
Total shareholders’ equity (deficit)		10,123,620	10,299,825
Total Liabilities and Shareholders’ Equity (Deficit)		13,388,838	13,183,121
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents		14,082	9,591	$ 13,467	$ 17,484
Restricted cash and cash equivalents		0	0
Accounts receivable, net		13,234	7,075
Broadcast rights		2,702	2,804
Income taxes receivable		22	1,521
Deferred income taxes			33
Prepaid expenses		1,773	1,272
Other Assets, Current		351	72
Total current assets		32,164	22,368
Property, plant and equipment		108,655	97,797
Accumulated depreciation		(6,105)	(3,513)
Net properties		102,550	94,284
Investments in subsidiaries		0	0
Broadcast rights		46	65
Goodwill		53,094	28,527
Other intangible assets, net		149,189	126,839
Assets held for sale		0	0
Investments		15,395	12,945
Intercompany receivables		331,873	477,242
Intercompany loan receivable		0	0
Other		5,310	7,625
Total other assets		554,907	653,243
Total Assets		689,621	769,895
Accounts payable		6,654	1,492
Debt due within one year		4,036	4,034
Income taxes payable		758	0
Contracts payable for broadcast rights		3,016	6,552
Deferred revenue		5,067	3,910
Interest payable		2	83
Other		5,862	9,597
Total current liabilities		25,395	25,668
Long-term debt		14,831	19,880
Intercompany loan payable		0	0
Deferred income taxes		177,251	293,999
Contracts payable for broadcast rights		55	157
Contract intangible liability, net		0	0
Intercompany payables		108,341	125,728
Other		2,491	3,572
Total non-current liabilities		302,969	443,336
Total Liabilities		328,364	469,004
Common Stock		0	0
Treasury Stock		0	0
Additional paid-in-capital		288,814	215,621
Retained (deficit) earnings		77,498	85,680
Accumulated other comprehensive loss		(10,579)	(410)
Total Tribune Media Company shareholders’ equity (deficit)		355,733
Noncontrolling interests		5,524
Total shareholders’ equity (deficit)		361,257	300,891
Total Liabilities and Shareholders’ Equity (Deficit)		$ 689,621	$ 769,895

[1] (6)See Note 7 for information regarding assets held for sale.

XML

Condensed Consolidated Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 28, 2014	Dec. 29, 2013	Dec. 29, 2012
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	$ 25,944	$ 378,455	$ 359,571
Capital expenditures	(89,084)	(89,438)	(70,869)
Acquisitions, net of cash acquired	(74,959)	(279,833)	(2,550,410)
Increase in restricted cash related to acquisition of Local TV		201,922	(201,922)
Intercompany notes issuance			0
Transfers to restricted cash	1,112	(1,109)
Investments	(23,042)	(2,330)	(2,817)
Distributions from equity investments	10,328	180,521	53,871
Intercompany dividends		0
Proceeds from sales of investments	44,982	659,395	2,174
Proceeds from sales of real estate	4,930	49,870	10,739
Net cash (used in) provided by investing activities	(125,733)	718,998	(2,759,234)
Long-term borrowings related to Publishing Spin-off		346,500
Long-term borrowings	1,100,000		3,790,500
Repayments of long-term debt	(1,114,262)	(299,285)	(1,102,234)
Repayment of Senior Toggle Notes		(172,237)
Long-term debt issuance costs	(20,202)		(78,480)
Long-term debt issuance costs related to Publishing Spin-off		(10,179)
Intercompany notes borrowing			0
Payment of dividends	(719,919)
Settlements of contingent consideration, net	1,174
Common stock repurchases	(339,942)	(60,211)
Cash and restricted cash distributed to Tribune Publishing		(86,530)
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	(868)	868
Tax withholdings related to net share settlements of share-based awards	(4,421)	(3,201)
Proceeds from stock option exercises	166	1,308
Intercompany dividends		0
Contributions from noncontrolling interests	5,524
Change in intercompany receivables and payables	0	0	0
Net cash provided by (used in) financing activities	(1,092,750)	(282,967)	2,609,786
Net (Decrease) Increase in Cash and Cash Equivalents	(1,192,539)	814,486	210,123
Cash and cash equivalents	262,644	1,455,183	640,697	$ 430,574
Consolidation, Eliminations [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	0	(253,563)	0
Capital expenditures	0	0	0
Acquisitions, net of cash acquired	0	0	0
Increase in restricted cash related to acquisition of Local TV		0	0
Intercompany notes issuance			27,000
Transfers to restricted cash	0	0
Investments	0	0	0
Distributions from equity investments	0	0	0
Intercompany dividends		(21,437)
Proceeds from sales of investments	0	0	0
Proceeds from sales of real estate	0	0	0
Net cash (used in) provided by investing activities	0	(21,437)	27,000
Long-term borrowings related to Publishing Spin-off		0
Long-term borrowings	0		0
Repayments of long-term debt	0	0	0
Repayment of Senior Toggle Notes		0
Long-term debt issuance costs	0		0
Long-term debt issuance costs related to Publishing Spin-off		0
Intercompany notes borrowing			(27,000)
Payment of dividends	0
Settlements of contingent consideration, net	0
Common stock repurchases	0	0
Cash and restricted cash distributed to Tribune Publishing		0
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	0	0
Tax withholdings related to net share settlements of share-based awards	0	0
Proceeds from stock option exercises	0	0
Intercompany dividends		275,000
Contributions from noncontrolling interests	0
Change in intercompany receivables and payables	0	0	0
Net cash provided by (used in) financing activities	0	275,000	(27,000)
Net (Decrease) Increase in Cash and Cash Equivalents	0	0	0
Cash and cash equivalents	0	0	0	0
Parent (Tribune Media Company) | Reportable Legal Entities [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	(47,422)	144,792	(119,522)
Capital expenditures	(20,775)	(33,485)	(30,340)
Acquisitions, net of cash acquired	0	(157,814)	0
Increase in restricted cash related to acquisition of Local TV		0	0
Intercompany notes issuance			(27,000)
Transfers to restricted cash	0	0
Investments	(15,000)	0	(275)
Distributions from equity investments	0	0	0
Intercompany dividends		21,437
Proceeds from sales of investments	103	103	2,074
Proceeds from sales of real estate	0	0	0
Net cash (used in) provided by investing activities	(35,672)	(169,759)	(55,541)
Long-term borrowings related to Publishing Spin-off		0
Long-term borrowings	1,100,000		3,763,567
Repayments of long-term debt	(1,110,159)	(293,865)	(1,100,000)
Repayment of Senior Toggle Notes		0
Long-term debt issuance costs	(20,202)		(78,480)
Long-term debt issuance costs related to Publishing Spin-off		0
Intercompany notes borrowing			0
Payment of dividends	(719,919)
Settlements of contingent consideration, net	0
Common stock repurchases	(339,942)	(60,211)
Cash and restricted cash distributed to Tribune Publishing		0
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	(868)	868
Tax withholdings related to net share settlements of share-based awards	(4,421)	(3,201)
Proceeds from stock option exercises	166	1,308
Intercompany dividends		0
Contributions from noncontrolling interests	0
Change in intercompany receivables and payables	(19,441)	1,258,014	(2,264,883)
Net cash provided by (used in) financing activities	(1,114,786)	902,913	320,204
Net (Decrease) Increase in Cash and Cash Equivalents	(1,197,880)	877,946	145,141
Cash and cash equivalents	235,508	1,433,388	555,442	410,301
Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	190,327	399,228	383,994
Capital expenditures	(64,318)	(48,793)	(23,424)
Acquisitions, net of cash acquired	(5,109)	(68,537)	(2,523,410)
Increase in restricted cash related to acquisition of Local TV		201,922	(201,922)
Intercompany notes issuance			0
Transfers to restricted cash	1,112	(1,109)
Investments	(542)	(830)	(2,373)
Distributions from equity investments	10,328	180,521	53,871
Intercompany dividends		0
Proceeds from sales of investments	36,579	659,292	0
Proceeds from sales of real estate	4,930	49,870	10,739
Net cash (used in) provided by investing activities	(17,020)	972,336	(2,686,519)
Long-term borrowings related to Publishing Spin-off		0
Long-term borrowings	0		0
Repayments of long-term debt	(54)	(2,383)	(2,234)
Repayment of Senior Toggle Notes		(172,237)
Long-term debt issuance costs	0		0
Long-term debt issuance costs related to Publishing Spin-off		0
Intercompany notes borrowing			27,000
Payment of dividends	0
Settlements of contingent consideration, net	4,088
Common stock repurchases	0	0
Cash and restricted cash distributed to Tribune Publishing		0
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	0	0
Tax withholdings related to net share settlements of share-based awards	0	0
Proceeds from stock option exercises	0	0
Intercompany dividends		0
Contributions from noncontrolling interests	0
Change in intercompany receivables and payables	(176,491)	(1,256,528)	2,346,758
Net cash provided by (used in) financing activities	(172,457)	(1,431,148)	2,371,524
Net (Decrease) Increase in Cash and Cash Equivalents	850	(59,584)	68,999
Cash and cash equivalents	13,054	12,204	71,788	2,789
Non-Guarantor Subsidiaries | Reportable Legal Entities [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net cash (used in) provided by operating activities	(116,961)	87,998	95,099
Capital expenditures	(3,991)	(7,160)	(17,105)
Acquisitions, net of cash acquired	(69,850)	(53,482)	(27,000)
Increase in restricted cash related to acquisition of Local TV		0	0
Intercompany notes issuance			0
Transfers to restricted cash	0	0
Investments	(7,500)	(1,500)	(169)
Distributions from equity investments	0	0	0
Intercompany dividends		0
Proceeds from sales of investments	8,300	0	100
Proceeds from sales of real estate	0	0	0
Net cash (used in) provided by investing activities	(73,041)	(62,142)	(44,174)
Long-term borrowings related to Publishing Spin-off		346,500
Long-term borrowings	0		26,933
Repayments of long-term debt	(4,049)	(3,037)	0
Repayment of Senior Toggle Notes		0
Long-term debt issuance costs	0		0
Long-term debt issuance costs related to Publishing Spin-off		(10,179)
Intercompany notes borrowing			0
Payment of dividends	0
Settlements of contingent consideration, net	(2,914)
Common stock repurchases	0	0
Cash and restricted cash distributed to Tribune Publishing		(86,530)
Change in Excess Tax Benefits from Stock-Based Awards Financing Activities	0	0
Tax withholdings related to net share settlements of share-based awards	0	0
Proceeds from stock option exercises	0	0
Intercompany dividends		(275,000)
Contributions from noncontrolling interests	5,524
Change in intercompany receivables and payables	195,932	(1,486)	(81,875)
Net cash provided by (used in) financing activities	194,493	(29,732)	(54,942)
Net (Decrease) Increase in Cash and Cash Equivalents	4,491	(3,876)	(4,017)
Cash and cash equivalents	$ 14,082	$ 9,591	$ 13,467	$ 17,484

XML

Label	Element	Value
Predecessor [Member]
Cash and Cash Equivalents, at Carrying Value	us-gaap_CashAndCashEquivalentsAtCarryingValue	$ 2,284,426,000
Successor [Member]
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments	us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments	2,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	7,319,000
AOCI Attributable to Parent [Member] | Successor [Member]
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent	140,685,000
Additional Paid-in Capital [Member] | Successor [Member]
Warrant Exercises Cost	trco_WarrantExercisesCost	(10,000)
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments	us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments	2,000
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	7,319,000
Retained Earnings [Member] | Successor [Member]
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ 241,555,000
Common Class A [Member] | Successor [Member]
Stock Issued During Period, Shares, Exercise of Warrants	trco_StockIssuedDuringPeriodSharesExerciseofWarrants	9,787,000
Warrant Exercises Cost	trco_WarrantExercisesCost	$ 10,000
Stock Issued During Period, Shares, Conversion of Convertible Securities	us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities	1,389,000
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments	us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments	$ 1,000
Common Class B [Member] | Successor [Member]
Stock Issued During Period, Shares, Exercise of Warrants	trco_StockIssuedDuringPeriodSharesExerciseofWarrants	119,000
Stock Issued During Period, Shares, Conversion of Convertible Securities	us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities	(1,389,000)
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments	us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments	$ (1,000)