Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 81

                                       - 45 -                                         
                         c.  The Manager may appoint the Officers of                  
               the Company, who need not be Members, to such terms and                
               to perform such functions as the Manager shall                         
               determine in its sole discretion as set forth in                       
               Section 10.  The Manager may appoint, employ or                        
               otherwise contract with such other persons or entities                 
               for the transaction of the business of the Company or                  
               the performance of services for or on behalf of the                    
               Company as it shall determine in its sole discretion.                  
               The Manager may delegate to any such Officer, person or                
               entity such authority to act on behalf of the Company                  
               as the Manager may from time to time deem appropriate                  
               in its sole discretion.                                                
                         *    *    *    *    *    *    *                              
                         e.  Without limiting the generality of the                   
               foregoing, to the fullest extent permitted by law,                     
               including Section 18-1101(c) of the Act, and without                   
               creating any duties or obligations of the Manager by                   
               implication or otherwise, it is expressly acknowledged                 
               and agreed that to the extent the Manager owes any                     
               fiduciary duties or similar obligations to the Initial                 
               Member under any principles of law or equity or                        
               otherwise, such duties and obligations shall be owed                   
               solely to the holders of the Initial Member’s common                   
               equity and not to the holders of any other class of the                
               Initial Member’s equity.                                               
                         *    *    *    *    *    *    *                              
                    10. Officers.                                                     
                         a.  Officers.  The Officers of the Company                   
               shall be chosen by the Manager and shall consist of at                 
               least a President, a Secretary and a Treasurer.  * * *                 
               The Manager may appoint such other Officers and agents                 
               as it shall deem necessary or advisable who shall hold                 
               their offices for such terms and shall exercise such                   
               powers and perform such duties as shall be determined                  
               from time to time by the Manager.  The salaries of all                 
               Officers and agents of the Company shall be fixed by or                
               in the manner prescribed by the Manager.  * * *  Any                   
               Officer elected or appointed by the Manager may be                     
               removed at any time, with or without cause, by the                     
               Manager.  Any vacancy occurring in any office of the                   
               Company shall be filled by the Manager.                                






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Last modified: May 25, 2011