Exhibit 10.1**AMENDED AND RESTATED****LIMITED LIABILITY COMPANY AGREEMENT****OF****DISCOVERY COMMUNICATIONS HOLDING, LLC****DATED****AS OF****MAY 14, 2007**
 

 
**Table of Contents**                       Page              **ARTICLE I DEFINITIONS; CONSTRUCTION**  **2**     SECTION 1.1. Definitions  2     SECTION 1.2. Cross References  5     SECTION 1.3. Usage Generally  6              **ARTICLE II THE COMPANY AND ITS MEMBERS**  **6**     SECTION 2.1. Formation  6     SECTION 2.2. Name  6     SECTION 2.3. Effective Date  6     SECTION 2.4. Term  7     SECTION 2.5. Offices  7     SECTION 2.6. Registered Office and Registered Agent  7     SECTION 2.7. Purpose  7     SECTION 2.8. Powers of the Company  7     SECTION 2.9. Maintain Status; Qualify as a Corporation  7     SECTION 2.10. Ownership of Property  8              **ARTICLE III COMPANY SHARES**  **8**     SECTION 3.1. Capital Structure  8     SECTION 3.2. Additional Capital Contributions  9              **ARTICLE IV MEMBERS AND MEETINGS**  **9**     SECTION 4.1. No Personal Liability; No Fiduciary Duties  9     SECTION 4.2. Admission of New Members  9     SECTION 4.3. Resignation  9     SECTION 4.4. Time and Place of Meetings  10     SECTION 4.5. Annual Meeting  10     SECTION 4.6. Special Meetings  10     SECTION 4.7. Notice of Meetings  10     SECTION 4.8. Waiver of Notice  11     SECTION 4.9. Voting; Action by Written Consent  11     SECTION 4.10. Representation at Member Meetings  11     SECTION 4.11. Exclusive Agreement  12     SECTION 4.12. Hendricks Proxy  12     SECTION 4.13. Deemed Share of ANPP  12 
 

 
                       Page                  SECTION 4.14. Ownership of Similar Programming Services  13              **ARTICLE V MANAGEMENT OF THE COMPANY**  **13**     SECTION 5.1. Management and Control of the Company  13     SECTION 5.2. Super-Majority Provisions  13     SECTION 5.3. Majority Provisions  15              **ARTICLE VI TRANSFERS**  **16**     SECTION 6.1. Restrictions on Transfer; Permitted Transfers  16     SECTION 6.2. Right of First Refusal  16     SECTION 6.3. Appraisal Procedure  18     SECTION 6.4. Documents Delivered Upon Transfer  19     SECTION 6.5. Preemptive Rights  19              **ARTICLE VII ACCOUNTING; RECORDS**  **20**     SECTION 7.1. Books and Records  20     SECTION 7.2. Fiscal Year  20     SECTION 7.3. Bank and Investment Accounts  20     SECTION 7.4. Tax Matters  21     SECTION 7.5. Tax Elections  21     SECTION 7.6. Insurance  21     SECTION 7.7. No Managers  21     SECTION 7.8. Accountants  21              **ARTICLE VIII INDEMNIFICATION AND INSURANCE**  **21**     SECTION 8.1. Indemnification  21     SECTION 8.2. Insurance  23              **ARTICLE IX ISSUANCE OF SHARE CERTIFICATES**  **23**     SECTION 9.1. Issuance of Share Certificates  23     SECTION 9.2. Transfer of Share Certificates  24     SECTION 9.3. Lost, Stolen or Destroyed Certificates  24              **ARTICLE X DISSOLUTION AND WINDING UP**  **25**     SECTION 10.1. No Dissolution  25     SECTION 10.2. Events Causing Dissolution  25     SECTION 10.3. Liquidation  25     SECTION 10.4. Termination  26     SECTION 10.5. Claims of the Members  26              **ARTICLE XI MISCELLANEOUS**  **26** 
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                       Page                  SECTION 11.1. Formation Expenses  26     SECTION 11.2. Further Assurances  26     SECTION 11.3. Notices  26     SECTION 11.4. Amendments  28     SECTION 11.5. Severability  28     SECTION 11.6. Headings and Captions  28     SECTION 11.7. Counterparts  28     SECTION 11.8. Governing Law; Consent to Jurisdiction  28     SECTION 11.9. Entire Agreement  28     SECTION 11.10. Assignment; No Third Party Beneficiaries  29     SECTION 11.11. No Right to Partition  29     SECTION 11.12. Remedies  29     SECTION 11.13. Specific Performance  29     SECTION 11.14. Confidentiality  29                  SCHEDULES                       Schedule A Members; Shares    
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**AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT****OF****DISCOVERY COMMUNICATIONS HOLDING, LLC**          This Amended and Restated Limited Liability Company Agreement (as amended, modified,supplemented and/or restated from time to time, this “Agreement”) of DiscoveryCommunications Holding, LLC, a Delaware limited liability company (the “Company”), isentered into as of the 14th day of May, 2007, by and among Advance/Newhouse ProgrammingPartnership, a New York general partnership (“ANPP”), LMC Discovery, Inc., a Coloradocorporation (“LMCD”), and John S. Hendricks (“Hendricks”).          WHEREAS, the Company was formed as a limited liability company under the Act pursuant to aCertificate of Formation, which was executed and filed with the Secretary of State of Delaware onApril 13, 2007;          WHEREAS, on the date hereof (i) LMCD contributed 25,200 shares of Class A common stock, parvalue $0.01 per share (the “DCI Class A Stock”), of Discovery Communications, Inc., aDelaware company and predecessor to Discovery Communications, LLC (“DCI”), in exchange for25,200 Shares (as defined below), (ii) ANPP contributed 12,599 shares of DCI Class A Stock inexchange for 12,599 Shares, (iii) Cox Communications Holdings, Inc., a Delaware corporation(“Cox”) contributed 12,600 shares of DCI Class A Stock in exchange for 12,600 Shares; (iv)Hendricks contributed 1 share of DCI Class A Stock in exchange for 1 Share; and (v) LMCD, ANPP, Coxand Hendricks entered into the Limited Liability Agreement of the Company (the “Old LLCAgreement”);          WHEREAS, on the date hereof, but immediately prior to the execution of this Agreement,pursuant to the Agreement and Plan of Reorganization (the “Reorganization Agreement”),dated as of the date hereof, by and among Cox Communications, Inc., Cox, DCI, the Company andTravel Media, Inc., Cox exchanged (the “Cox Exchange”) all of the Shares beneficially ownedby it for all of the capital stock of Travel Media, Inc., which holds (i) the assets, liabilitiesand business of The Travel Channel, and (ii) approximately $1.3 billion in cash; and          WHEREAS, as a result of the Cox Exchange, Cox, pursuant to Section 4.3(a) of the Old LLCAgreement, withdrew from the Company; and          WHEREAS, LMCD, ANPP and Hendricks wish to amend and restate in its entirety the Old LLCAgreement and continue the business of the Company.          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:
 

 
**ARTICLE I****DEFINITIONS; CONSTRUCTION**          SECTION 1.1. Definitions. The terms defined in this Article I will, for the purposes ofthis Agreement, have the meanings specified below.          “Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101,etseq., as amended from time to time.          “Affiliate” means, with respect to any Member, any Person (other than the Company)that directly or indirectly through one or more intermediaries Controls, is Controlled by, or isunder common Control with such Member.          “Annual Business Plan” means for any fiscal year of the Company, a comprehensivestatement of the objectives and projections of the Company (including its Subsidiaries) withrespect to the operations of its business, including objectives and projections concerning capitalexpenditures, cable television programming developments, license fees, subscriber discounts,revenues, and expenses.          “Business Day” means any day other than a Saturday, Sunday or a day when banks in NewYork City are authorized or required by law to be closed.          “Capitalized Lease Obligations” of any Person means any obligations to pay rent orother amounts under a lease of (or other arrangement conveying the right to use) real or personalproperty, or a combination thereof, which are required to be classified and accounted for ascapital leases on a balance sheet of such Person under GAAP and the amount of such obligations atany time will be the capitalized amount thereof at such time determined in accordance with GAAP.          “Cash Flow” means for any Person, for any period, gross operating revenues of suchPerson and any Entities required to be consolidated with such Person on a financial statement inaccordance with GAAP (the “Consolidated Group”) for such period derived in the ordinarycourse of business from continuing operations minus all operating expenses from continuingoperations of such Consolidated Group for such period, including technical, programming, selling,advertising, general and administrative expenses and corporate overhead incurred to the extentdeducted in calculating operating income by such Consolidated Group during such period and allincome taxes paid, but excluding depreciation, amortization, deferred taxes and other non-cashcharges and interest expense, all the foregoing otherwise being determined in accordance with GAAP.Interest income, extraordinary items and gains or losses on sales or dispositions of property willbe excluded from the calculation of Cash Flow. In the event of a sale, transfer or otherdisposition of any asset by any member of the Consolidated Group during any period, Cash Flow willbe adjusted (i) to give effect to such sale, transfer or other disposition by excluding from CashFlow the actual cash flow derived from such asset as if such sale, transfer or other dispositionoccurred on the first day of such period,and (ii) by adding to Cash Flow all sale, transfer and other disposition-related operating
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expenses incurred by such member in connection with the sale, transfer or other disposition of suchasset. In the event of an acquisition of any asset by any member of the Consolidated Group duringany period, Cash Flow will be adjusted (a) to give effect to such acquisition by including in CashFlow the actual cash flow derived from such asset as if such acquisition occurred on the first dayof such period, and (b) by adding to Cash Flow all acquisition-related operating expenses incurredby such member in connection with the acquisition of such asset.          “Certificate” means the Certificate of Formation for the Company originally filed withthe Delaware Secretary of State and as amended from time to time.          “Code” means the Internal Revenue Code of 1986, as the same may be amended from timeto time.          “Commission” means the Securities and Exchange Commission or any similar agency thenhaving jurisdiction to enforce the Securities Act.          “Control” means the possession, directly or indirectly, of the power to direct orcause the direction of the management and policies of a Person, whether through ownership of votingsecurities, by agreement or otherwise. The terms “controls,” “controlled” and “controlling” willhave corresponding meanings.          “Debt Service” means for any period, the sum of (i) all principal due and payable withrespect to any item of Indebtedness during such period and (ii) all interest, premium, commitment,and other recurring or nonrecurring charges that are payable and should be accrued in accordancewith GAAP with respect to any item of Indebtedness during such period.          “Exchange Act” means the Securities Exchange Act of 1934, as amended.          “Fair Market Value” means as to any property (both tangible and intangible), the pricein cash at which a willing seller would sell and a willing buyer would buy such property havingfull knowledge of the facts, in an arm’s-length transaction without time constraints, and withoutbeing under any compulsion to buy or sell.          “GAAP” means generally accepted accounting principles as in effect in the UnitedStates from time to time and consistently applied.          “Immediate Family” means, with respect to any Member who is an individual, the spouse,the siblings (by birth or adoption), and any lineal ascendants and descendants thereof and of thespouse and siblings (by birth or adoption) thereof.          “Indebtedness” means with respect to any Person, any indebtedness or obligations,direct or indirect, secured or unsecured, contingent or otherwise (whether or not the recourse ofthe lender is to the whole of the assets of such Person or only to a portion thereof) for borrowedmoney, and any deposits or advances of any kind held bysuch Person, and all obligations with respect to which interest charges are customarily
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paid, and all obligations evidenced by bonds, notes, debentures or similar instruments or representingthe balance deferred and unpaid of the purchase price of any property or payment for any services(other than accounts payable to suppliers incurred in the ordinary course of business and paid inthe ordinary course of business), if and to the extent any of the foregoing obligations orindebtedness would appear as a liability upon a balance sheet of such Person prepared in accordancewith GAAP, and will also include, to the extent not otherwise included (but without duplication),(i) any Capitalized Lease Obligations, (ii) obligations secured by a lien to which the property orassets owned or held by such Person are subject, whether or not the obligation or obligationssecured thereby will have been assumed, (iii) any obligations, contingent or otherwise,guaranteeing or having the economic effect of guaranteeing any debt or obligation of any otherPerson, (iv) the face value of any letters of credit and bankers acceptances less amounts drawnthereunder and for which reimbursement has been made, (v) the amount of any obligations of suchPerson under conditional sales and title retention agreements and (vi) obligations of any suchPerson under any Interest Rate Agreement applicable to any of the foregoing.          “Member” means each of ANPP, LMCD and Hendricks and such other Persons who will becomemembers of the Company in accordance with the terms of this Agreement pursuant to and in accordancewith the Act.          “Parent” means with respect to any Person, any other Person that owns directly orindirectly through one or more Subsidiaries, more than fifty percent (50%) of the voting orbeneficial interests in such first Person.          “Person” means any individual, partnership, company, corporation, limited liabilitycompany, trust, estate, unincorporated association, syndicate, joint venture or unincorporatedorganization, any government or any department, agency or political subdivision thereof, or anyother entity.          “Securities Act” means the United States Securities Act of 1933, as amended.          “Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of June 23,2003, among Hendricks, ANPP, Cox, LMCD and DCI.          “Subsidiary” means, with respect to any Person, any corporation, partnership, jointventure, association, or other business entity, whether now existing or hereafter organized oracquired, (i) in the case of a corporation, in which such Person, directly or indirectly, throughone or more Subsidiaries, holds more than fifty percent (50%) of the total voting power of thecapital stock entitled (without regard to the occurrence of any contingency) to vote or (ii) in thecase of a partnership, joint venture, association or other business entity, in which such Person,directly or indirectly, through one or more Subsidiaries, has the power to direct or cause thedirection of the management and policies of such entity by contract or otherwise.
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          “The Discovery Channel” means the basic programming service consisting primarily ofdocumentary, science and nature programming produced by DCI for carriage on cable televisionsystems.          “Transfer” means a sale, assignment, transfer, pledge, hypothecation, grant ofsecurity interest, or other disposition, whether voluntary or by operation of law.          “Treasury Regulations” means the income tax regulations, including temporaryregulations, promulgated under the Code, as such regulations may be amended from time to time.          “Wholly-owned and Managed Subsidiary” means with respect to any Person, an Entity (i)in which such Person owns, directly or indirectly, through one or more wholly-owned subsidiaries,all the issued and outstanding equity securities or other ownership interest and (ii) in which suchPerson, directly or indirectly, has the power to direct or cause the direction of the managementand policies of such Entity by contract or otherwise.          SECTION 1.2. Cross References. Each of the following terms will have the meaning assignedthereto in the Section of this Agreement set forth below opposite such term:   Term Section   Affiliated Person 5.2(b)Agreement PreambleAnnualized Cash Flow 5.2(e)ANPP PreambleANPP Proxy 4.12Company PreambleConvertible Securities 3.1(b)Cox RecitalsCox Exchange RecitalsDCI RecitalsDCI Class A Stock RecitalsExcess Securities 6.5(a)Expiration Date 6.2(f)Fiscal Year 7.2Hendricks PreambleHendricks Share 4.12Indemnitees 8.1(a)LMCD PreambleOffered Shares 6.2(a)Offeree Notice 6.2(b)Offerees 6.2(a)Offering 6.2(b)Old LLC Agreement Recitals
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   Term Section   Requisite Holders 6.3(a)Scheduled Closing Date 6.2(d)Securities 6.5(a)Shares 3.1(a)Stated Price 6.5(a)Third Party 6.2(a)Third Party Offer 6.2(a)Third Party Price 6.2(a)Transferor 6.2(a)          SECTION 1.3. Usage Generally. The definitions in this Agreement apply equally to both thesingular and plural forms of the terms defined. Whenever the context may require, any pronounincludes the corresponding masculine, feminine and neuter forms. All references herein toArticles, Sections and Schedules are deemed to be references to Articles and Sections of, andSchedules to, this Agreement unless the context otherwise requires. All Schedules attached heretoare deemed incorporated herein as if set forth in full herein and, unless otherwise definedtherein, all terms used in any Schedule have the meanings ascribed to such term in this Agreement.The words “include,” “includes” and “including” are deemed to be followed by the phrase “withoutlimitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used inthis Agreement refer to this Agreement as a whole and not to any particular provision of thisAgreement. Unless otherwise expressly provided herein, any agreement, instrument or statutedefined or referred to herein or in any agreement or instrument that is referred to herein meanssuch agreement, instrument or statute as from time to time amended, modified or supplemented,including (in the case of agreements or instruments) by waiver or consent and (in the case ofstatutes) by succession of comparable successor statutes and references to all attachments theretoand instruments incorporated therein.**ARTICLE II****THE COMPANY AND ITS MEMBERS**          SECTION 2.1. Formation. The Members hereby agree to continue the Company, which was formedas a limited liability company under the Act on April 13, 2007, for the purposes set forth in thisArticle II. The Members hereby agree that the Company and its Subsidiaries will be governed by theterms and conditions of this Agreement and, except as otherwise provided herein, the Act.          SECTION 2.2. Name. The name of the Company will be “Discovery Communications Holding, LLC”and the business of the Company will be conducted under that name or under any other name approvedby the Members.          SECTION 2.3. Effective Date. This Agreement will be effective on the date hereof.
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          SECTION 2.4. Term. The Company will continue until dissolved and its affairs wound up inaccordance with the Act and the terms of this Agreement.          SECTION 2.5. Offices. The principal office of the Company will be established andmaintained in Silver Spring, Maryland, or at such other or additional place or places as theMembers will determine from time to time. The Company may have other offices at such place orplaces as the Members may from time to time designate.          SECTION 2.6. Registered Office and Registered Agent.               (a) The registered office of the Company in the State of Delaware will be located at 160Greentree Drive, Suite 101, City of Dover, County of Kent, Delaware 19904 or such other placewithin the State of Delaware as may be determined by the Members.               (b) The registered agent for service of process on the Company will be National RegisteredAgents, Inc., or any successor registered agent appointed by the Members in accordance with theAct.          SECTION 2.7. Purpose. The purposes of the Company are (a) to hold all of theoutstanding equity interests of DCI and any other equity or debt interests or other securities ofany type of DCI into which such interests may be converted, and (b) to carry on any other lawfulacts or activities for which limited liability companies may be organized under the Act.          SECTION 2.8. Powers of the Company.               (a) The Company will have the power and authority to take any and all actions necessary,appropriate, advisable, convenient or incidental to or for the furtherance of the purposes setforth in Section 2.7.               (b) The Company may enter into and perform the Credit, Pledge and Security Agreement, dated asof May 14, 2007 (the “Credit Agreement”), among the Company, as borrower, the Lenders (asdefined therein), and Bank of America, N.A., a national banking association, as AdministrativeAgent (as defined therein), and all documents, agreements, certificates, or financing statementscontemplated thereby or related thereto, all without any further act, vote or approval of anyMember or other person notwithstanding any other provision of this Agreement, the Act or applicablelaw, rule or regulation. The foregoing authorization shall not be deemed a restriction on thepowers of a Member to enter into other agreements on behalf of the Company.          SECTION 2.9. Maintain Status; Qualify as a Corporation. The Members will take such stepsas are necessary to (a) maintain the Company’s status as a limited liability company formed underthe laws of the State of Delaware and its qualification to conduct business in any jurisdictionwhere the Company does business and is required to be qualified, and (b) ensure that the Companywill continue to be
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treated as a corporation for United States federal, state and local taxpurposes to the extent such treatment is available.          SECTION 2.10. Ownership of Property. Legal title to all assets, rights and property,whether real, personal or mixed, conveyed to, or held by the Company or its Subsidiaries willreside in the Company or its Subsidiaries and will be conveyed only in the name of the Company orits Subsidiaries and no Member or any other Person will have any ownership of such assets, rightsor property.**ARTICLE III****COMPANY SHARES**          SECTION 3.1. Capital Structure.               (a) The Company is authorized to issue equity interests in the Company designated as “Shares,”which will constitute limited liability company interests under the Act (the “Shares”).The Company may create additional classes or groups of equity interests or members having suchrelative rights, powers and duties as may from time to time be approved by holders of eightypercent (80%) or more of the issued and outstanding Shares. The capital structure of the Companywill initially consist of the Shares issued and outstanding immediately following the Cox Exchangeand set forth on Schedule A, having the powers, preferences, rights, qualifications, limitationsand restrictions as set forth herein. For the avoidance of doubt, all Shares owned by ANPPwill be deemed to include all the rights and obligations of ANPP and Hendricks under the StockPurchase Agreement, and references in Section 5.08 of the Stock Purchase Agreement to the“Shareholders Agreement” will hereinafter be deemed references to this Agreement. The name andaddress of each Member and the number and class (if any) of Shares owned thereby are set forth inSchedule A of this Agreement. A Member may change its address upon notice thereof to the otherMember(s) that are still Members and the Company in accordance with this Agreement. Any referencein this Agreement to Schedule A will be deemed to be a reference to Schedule A as amended and ineffect from time to time.               (b) Subject to Sections 5.2 and 6.5, the Company is authorized to issue options, warrants topurchase Shares, restricted Shares and other securities convertible, exchangeable or exercisablefor Shares (collectively, “Convertible Securities”), on such terms as may be determined bythe Members.               (c) The Shares will have the voting rights set forth in Article IV of this Agreement and willhave all rights to any allocations and to any distributions as may be authorized and set forthunder this Agreement and under the Act.               (d) For the avoidance of doubt, all of the rights and obligations of ANPP and Hendricks underthe Stock Purchase Agreement that applied with respect to the Hendricks DCI Share (as defined inthe Old LLC Agreement) prior to the Initial Capital Contribution (as defined in the Old LLCAgreement), including the “Put” and
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“Call” option set forth therein, will inure and apply to theHendricks Share (as defined below).          SECTION 3.2. Additional Capital Contributions. None of the Members will be required tomake additional contributions to the capital of the Company.**ARTICLE IV****MEMBERS AND MEETINGS**          SECTION 4.1. No Personal Liability; No Fiduciary Duties. Except as provided in the Act, noMember or any representative of a Member will be personally liable for any debts, liabilities, orobligations of the Company. No Member or any representative of a Member will owe any fiduciaryduties to the Company or any other Member.          SECTION 4.2. Admission of New Members.               (a) Except (i) in connection with a Transfer pursuant to Article VI, or (ii) upon approval ofholders of eighty percent (80%) or more of the issued and outstanding Shares, the Company may notadmit any new Members and may not issue any new Shares.               (b) A transferee will be admitted as a substitute Member if the Transfer to such transferee ismade in compliance with all of the requirements of Article VI (including, but not limited to, therequirement that such transferee becomes a party to this Agreement) and such transferee complieswith all of the terms of this Agreement applicable to it related to the Transfer.          SECTION 4.3. Resignation.               (a) Immediately after the exercise of the “Put” or “Call” under and as such terms are definedin the Stock Purchase Agreement, Hendricks will be deemed to have resigned and withdrawn from theCompany without any further action by Hendricks or the Company. As a result of such withdrawal,Hendricks (i) will no longer be a Member of the Company, (ii) will not be entitled to receive anydistributions from the Company, (iii) will not otherwise be entitled to receive consideration forhis Share except pursuant to the Stock Purchase Agreement, and (iv) will not have any rights orobligations under this Agreement other than any rights or obligations arising as a result of thebreach of this Agreement prior to such withdrawal.               (b) Other than as provided in Section 4.3(a), the Members may not resign or withdraw from theCompany prior to the dissolution and winding up of the Company, except in connection with aTransfer of Shares pursuant to the terms of this Agreement. A resigning Member will not beentitled to receive any distribution and will not otherwise be entitled to receive the fair valueof its Shares except as expressly provided in this Agreement.
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          SECTION 4.4. Time and Place of Meetings. Meetings of the Members will be held at theCompany’s offices, at such times and dates as are specified herein or as may be fixed from time totime by the Members, or at such other place either within or without the State of Delaware or theUnited States as may be designated from time to time by the Members and stated in the notice of themeeting or in a duly executed waiver of the notice thereof. Meetings of Members for any otherpurpose may be held at such time and place, within or without the State of Delaware or the UnitedStates, as will be stated in the notice of the meeting or in a duly executed waiver of noticethereof.          SECTION 4.5. Annual Meeting. The annual meeting of the Members, if any, will be held (a)at ten o’clock in the forenoon of the second Monday in February of each year, if this day is not aholiday, andif a holiday, then on the first following day that is not a legal holiday or (b) at such other timeas may be designated from time to time by the Members.          SECTION 4.6. Special Meetings. Special meetings of the Members for any purpose orpurposes, unless otherwise provided by statute, this Agreement or any written agreement enteredinto by and between the Company and all of its Members, may be called by any Member or Membersholding not less than ten percent (10%) of all the Shares entitled to vote at the meeting.Business transacted at any special meeting of the Members will be limited to the purpose orpurposes stated in the notice, unless the Members representing a majority of the issued andoutstanding Shares entitled to vote otherwise consent thereto either at the special meeting or inwriting executed subsequent to the meeting.          SECTION 4.7. Notice of Meetings.               (a) Written notice stating the place, day, and hour of the meeting and, in case of a specialmeeting, the purpose for which the meeting is called must be delivered not less than ten (10) daysnor more than fifty (50) days before the date of the meeting, either personally, by facsimile, bymail, by the Secretary of the Company to each Member of record of Shares entitled to vote at suchmeeting. Notice to Members, if mailed, will be deemed delivered as to any Member when deposited inthe U. S. mail, addressed to the Member, with postage prepaid, but, if two successive lettersmailed to the last-known address of any Member are returned as undeliverable, no further notices tosuch Member will be necessary until another address for such Member is made known to the Company.Notice to Members, if by facsimile, will, if sent during normal business hours of the recipient, bedeemed delivered on the date of receipt of transmission to the facsimile number provided by or onbehalf of the Member being mechanically acknowledged and, if not sent during normal business hours,on the next Business Day.               (b) When a meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the Company may transact any business which mighthave been transacted at the original meeting. If the adjournment is for more than thirty (30)days, a notice of the adjourned meeting will be given to each Member holding Shares entitled tovote at the meeting. No
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meeting will be adjourned for more than sixty (60) days, whether by way ofa single adjournment or multiple adjournments.          SECTION 4.8. Waiver of Notice.               (a) When any notice is required to be given to any Member of the Company under the provisionsof this Agreement, a waiver thereof in writing signedby the Person entitled to such notice, whether before, at, or after the time stated therein,will be equivalent to the giving of such notice.               (b) By attending a meeting, a Member:                    (i) Waives objection to lack of notice or defective notice of such meeting unless the Member,at the beginning of the meeting, objects to the holding of the meeting or the transacting ofbusiness at the meeting; and                    (ii) Waives objection to consideration at such meeting of a particular matter not within thepurpose or purposes described in the meeting notice unless the Member objects to considering thematter when it is presented.          SECTION 4.9. Voting; Action by Written Consent. Except as otherwise set forth in thisAgreement, with respect to any matter submitted to a vote of the Members, each Member will beentitled to one vote per Share held by such Member. Any action required or permitted to be takenat any meeting of the Members may be taken without a meeting if Members holding not less than theminimum number of Shares that would be necessary to approve the action pursuant to the terms ofthis Agreement, consent thereto in writing, and the writing or writings are filed with the minutesof the proceedings of the Members. In no instance where action is authorized by written consentwill a meeting of Members be called or notice be given; however, a copy of the action taken bywritten consent will be filed with the records of the Company. Written consent by the Memberspursuant to this Section 4.9 will have the same force and effect as a vote of such Members taken ata duly held meeting of the Members.          SECTION 4.10. Representation at Member Meetings               (a) Authorized Representatives. Each Member (other than a Member that is anindividual) will designate one individual who will act as such Member’s authorized representativeat each meeting of the Members. Each Member (other than a Member that is an individual) may, if itso chooses, designate one alternate representative who may act instead of the authorizedrepresentative at any meeting of the Members in the event that the authorized representative is,for any reason, unavailable to attend such meeting. Each such authorized representative andalternate representative will present a certified resolution in a form reasonably satisfactory tothe Secretary of the Company evidencing the designation of him or her as an authorizedrepresentative or alternate representative. Each authorized representative or alternaterepresentative will serve for such term as provided in the certified resolution or until he or sheis replaced or removed by the Member that designated him or her. Such replacement or removal willbecome effective upon receipt by the Secretary of the Company of a certified resolution
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in a form reasonably satisfactory to the Secretary. In the event that both the authorized representative andthe alternate representative are unavailable to attend a specific meeting, a Member may designate asubstitute representative for that meeting. Such substitute representative will present acertified resolution in a form reasonablysatisfactory to the Secretary of the Company evidencing the designation of him or her as asubstitute representative for purposes of that meeting only.               (b) Voting Authority and Proxies. A Member may vote in person, through its authorizedrepresentative, alternative representative or substitute representative, or by proxy executed inwriting by the Member or by his, her or its duly authorized attorney-in-fact. No proxy will bevalid after three (3) years from the date of its execution unless otherwise provided in the proxy.          SECTION 4.11. Exclusive Agreement. Except as expressly authorized by this Agreement, noneof the Members will enter into a voting trust or voting agreement with any other Person, give aproxy to any other Person, or otherwise agree with any other Person to restrict or limit the powerto vote its Shares. This Section will not be deemed to preclude any Member or any of such Member’sofficers or agents from freely discussing at any time affairs of the Company with any other Personand disclosing to such Person the position of such Member with respect to any issue concerning theCompany, provided that, except as expressly authorized by this Agreement, such Member does notenter into a binding agreement concerning its voting with respect to such affairs or issues.          SECTION 4.12. Hendricks Proxy. Notwithstanding Section 4.11 above, upon the receipt byHendricks of one Share pursuant to the Old LLC Agreement (the “Hendricks Share”), pursuantto the terms of the Stock Purchase Agreement Hendricks granted to ANPP a proxy to vote theHendricks Share (the “ANPP Proxy”) at any time and from time to time in accordance with theterms of the Stock Purchase Agreement. Unless earlier terminated in accordance with the terms ofthe Stock Purchase Agreement, the ANPP Proxy will be and remain in effect for so long as Hendrickswill be the record owner of the Hendricks Share. ANPP may assign the ANPP Proxy only in accordancewith the terms of the Stock Purchase Agreement.          SECTION 4.13. Deemed Share of ANPP. Prior to the exercise of the “Put” or “Call” under andas such terms are defined in the Stock Purchase Agreement, the books and records of the Companywill reflect that Hendricks owns of record the Hendricks Share. Notwithstanding such recordownership of the Hendricks Share, for all purposes of this Agreement, (i) ANPP will be deemed to bethe beneficial owner of the Hendricks Share, and (ii) the Company will be entitled to rely upon anyand all written directions and instructions from ANPP regarding the exercise of, or failure toexercise, any and all rights and benefits associated with the Hendricks Share, and other than adirection with respect to an assignment of record ownership made in accordance with the StockPurchase Agreement, the Company will not rely on or follow any such written directions orinstructions from Hendricks with respect to the Hendricks Share. So long as Hendricks is therecord owner of the Hendricks Share, (x) no party hereto will be prohibited or otherwise restrictedin any manner from making any public communication
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(written or oral) that Hendricks is a Member (notwithstanding that Hendricks is not the beneficial owner of any Shares) and (y) unlessotherwise required by law, rule or regulation, no party hereto will disclose in any publiccommunication that Hendricks is anything less than a Member (notwithstanding that Hendricks is notthe beneficial owner of any Shares).          SECTION 4.14. Ownership of Similar ProgrammingServices. No Member or its Parent or any of such Member’s Wholly-owned and ManagedSubsidiaries will start, or acquire a majority of the voting equity interest in, another basicprogramming service carried by or to be carried by cable systems in the United States consistingprimarily of documentary, science and nature programming; provided, however, thatnothing herein contained will require any Member, its Parent or any of its Wholly-owned and ManagedSubsidiaries to dispose of an investment in any such service if such Member, its Parent or any ofits Wholly-owned and Managed Subsidiaries does not own a majority of the voting equity interest insuch service and such service substantially changed its programming subsequent to such Person’sinvestment therein.**ARTICLE V****MANAGEMENT OF THE COMPANY**          SECTION 5.1. Management and Control of the Company. The business and affairs of theCompany will be managed, operated and controlled by or under the direction of the Members pursuantto the provisions of the Act and in accordance with the terms of this Agreement.          SECTION 5.2. Super-Majority Provisions. Notwithstanding any other provision contained inthis Agreement or in the Company’s Certificate or in DCI’s organizational documents, none of thefollowing actions may be taken by or on behalf of the Company and the Company will not permit DCIor any of its Subsidiaries to take any of the following actions without the affirmative vote orwritten consent of the holders of eighty percent (80%) or more of the issued and outstanding Sharesentitled to vote thereon:               (a) Any fundamental change in the business of the Company and its Subsidiaries from thebusiness of the Company and such Subsidiaries as presently conducted;               (b) Any transaction entered into subsequent to the date hereof between (x) the Company or anyof its Subsidiaries, and (y) a Member or an Affiliate thereof or, if applicable, a member of theImmediate Family thereof (the Persons specified in this clause (y) the “AffiliatedPersons”), including the amendment of any currently outstanding agreement between the Companyor any of its Subsidiaries and an Affiliated Person;               (c) (i) the election or the removal of the Chairman and/or Chief Executive Officer of DCI,(ii) the election or the removal of the chief operating officer of DCI or of any operating divisionor Subsidiary thereof, or (iii) the election or removal of any of the officers of DCI or any of itsSubsidiaries, other than such officers which the
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Members, by written consent of holders of eightypercent (80%) of the issued and outstanding Shares entitled to vote, have authorized the Chairmanand Chief Executive Officer of DCI to appoint;               (d) Any merger, reorganization, consolidation, or dissolution of the Company or any of itsSubsidiaries, or any sale of any assets of the Company or any of its Subsidiaries outside of theordinary course of business;               (e) the incurrence of Indebtedness by or on behalf of the Company or any of its Subsidiariesif (i) such Indebtedness, together with all other Indebtedness of the Company and its ConsolidatedGroup, would exceed four (4) times the Cash Flow of the Company and its Consolidated Group for thelast four (4) consecutive calendar quarters (the “Annualized Cash Flow”) or (ii) the DebtService for the next twelve (12) calendar months related to such Indebtedness, together with theDebt Service for the next twelve (12) calendar months for all other Indebtedness of the Company andits Consolidated Group, would exceed sixty-six percent (66%) of the Annualized Cash Flow of theCompany and its Consolidated Group;               (f) the authorization, issuance (other than the issuance to the Company of any equitysecurities of any entity if subsequent to such issuance, such entity would be a wholly-ownedSubsidiary of the Company or the issuance of new certificates evidencing Shares which have beentransferred in accordance with Section 6.1(a) or certificates issued in replacement of certificateswhich have been lost or stolen), reclassification or recombination of any equity security of theCompany or its Subsidiaries, including the Shares and any Convertible Securities, including theaward, grant, or issuance (except as permitted aforesaid) of any such securities to any employee ofthe Company or any Subsidiary thereof; or the repurchase or reacquisition of any of the foregoingby the Company from any Member;               (g) any offering of any security of the Company or any of its Subsidiaries which wouldconstitute a “public offering” within the meaning of the Securities Act;               (h) any amendment to the Certificate or the organizational documents of the Company or itsSubsidiaries;               (i) any formulation or substantial change in the service distribution policy and practice ofthe Company or any of its Subsidiaries, including the imposition of, or increase or change in, anysubscriber license fee;               (j) the adoption of each Annual Business Plan; provided, however, that if sucheighty percent (80%) vote has not been obtained by the earlier of (i) sixty (60) days after theinitial presentation of such Annual Business Plan for a vote ofthe Members or (ii) February 1 of the fiscal year of the Company to which such proposed AnnualBusiness Plan relates, then, the Annual Business Plan for such fiscal year will be set at therevenue and expense levels for the previous fiscal year, adjusted to take into account (x) theoperation of escalation or de-escalation provisions in contracts,
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agreements and commitmentsentered into by the Company and its Subsidiaries in accordance with this Agreement and (y) theanticipated incurrence of costs during such fiscal year for any legal fees or disbursementsrelating to any civil or criminal lawsuit, governmental inquiry, or administrative or otherproceedings approved in any previously approved Annual Business Plan;               (k) any material deviation from the Annual Business Plan of the Company for the applicablefiscal year in addition to those described in Section 5.2(m);               (l) the institution by the Company or any of its Subsidiaries of any litigation, including bycounter-claim or cross-claim, having an aggregate amount in dispute in excess of One Hundred FiftyThousand Dollars ($150,000) or any request for injunctive or other equitable relief;provided, however, that if such litigation is of such a nature that its institutionor subsequent determination against the Company or its Subsidiaries could have a materially adverseeffect on the Company or any of the Members, a vote of the Members under this Section 5.2 will berequired regardless of the amount in dispute or type of relief requested;               (m) the entering into by the Company or any of its Subsidiaries of any contract or transactionor series of related contracts or transactions in excess of $1,000,000 unless (i) approval thereofhas already been given in connection with the adoption of the Annual Business Plan for theapplicable fiscal year or (ii) in the case of programming, the cost of such contract or transactionor series of related contracts or transactions is within the budget for programming in the AnnualBusiness Plan for the applicable fiscal year;               (n) any modification to or cancellation of the Company’s advertising rebate plan with respectto The Discovery Channel;               (o) any transaction, contract or understanding with or commitment to a Person outside theordinary course of business of the Company and its Subsidiaries; and               (p) the declaration or payment of dividends or other distributions by the Company or any ofits Subsidiaries (other than the declaration or payment of dividends or distributions from awholly-owned Subsidiary of DCI to DCI or from DCI to the Company).          SECTION 5.3. Majority Provisions. Except as provided in Section 5.2 and except for thoseactions of the Company for which a higher percentage vote is required by the Act, all actions ofthe Company will be taken by the affirmative vote or written consent of the holders of a majorityof the issued and outstanding Shares entitled to vote thereon; provided, that, no such action will becomeeffective prior to the tenth business day after the Company provides each Member with writtennotice of such action, which notice describes in reasonable detail such actions to be taken.
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**ARTICLE VI****TRANSFERS**          SECTION 6.1. Restrictions on Transfer; Permitted Transfers. No Member will be permitted to Transfer any Shares in any manner or by any means whatsoever,except for the following Transfers which will be permitted, provided that the Transfer is made inaccordance with the applicable requirements of this Article VI:               (a) any Transfer by a Member of Shares to an Affiliate thereof;               (b) any Transfer by a Member of Shares pursuant to a Third Party Offer in compliance with theprovisions of Section 6.2; and               (c) any Transfer of the Hendricks Share to ANPP or any of its Affiliates, or to any transfereeof the rights of ANPP under the Stock Purchase Agreement, in each case in accordance with the termsand conditions of the Stock Purchase Agreement.          SECTION 6.2. Right of First Refusal.               (a) Prior to any proposed Transfer of Shares (other than a Transfer described in Section6.1(a) or 6.1(c)), the Member proposing to transfer such Shares (the “Transferor”) will berequired to obtain a bona fide, non-collusive, binding arm’s-length written offer, subject only tocustomary conditions, with respect to the proposed Transfer (a “Third Party Offer”) from athird party that is not an Affiliate of such Transferor (the “Third Party”) which theTransferor desires to accept. The Third Party Offer must not be subject to unstated conditions orcontingencies or be part of a larger transaction such that the price for the Shares proposed to betransferred in the Third Party Offer (the “Offered Shares”) does not accurately reflect theFair Market Value of such Offered Shares, and the Third Party Offer will contain a description ofall of the consideration, material terms and conditions for the proposed Transfer. The Transferorwill send a copy of the Third Party Offer which will include the identity of the Third Party toeach of the Members (the “Offerees”), together with a written offer to sell the OfferedShares to the Offerees at the Third Party Price. For purposes hereof, the “Third PartyPrice” means the amount of consideration set forth in the Third Party Offer, which, if all orpart of such consideration is in cash, will be that amount in cash, and as to any consideration inthe Third Party Offer which is not in cash, will be deemed to be an amount equal to the Fair MarketValue of such consideration as determined pursuant to Section 6.3.               (b) The Transferor through such notice will offer the Offered Shares to all of the Offerees (a“Offering”) and each of the Offerees will have thirty (30) days from the receipt of writtennotice from the Transferor, or if later within ten (10) days after determination of all non-cashparts of the Third Party Price to give written notice to the Transferor of their respectiveelections to purchase the Offered Shares. The
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Transferor will notify each Offeree as to the numberof Offered Shares remaining within three (3) days following such election (the “OffereeNotice”).               (c) If the Offerees have not elected to purchase all the Offered Shares within the applicableelection period, each Offeree will have an additional seven (7) days from receipt of the OffereeNotice to elect to purchase the remaining Offered Shares. If the offer to sell the Offered Sharesin an Offering is oversubscribed at the expiration of any election period, such Offered Shares andthe Third Party Price in respect thereof will be allocated on a pro rata basis among the Offerees,which have elected to purchase Offered Shares so that such electing Offeree will receive a portionof the Offered Shares which bears the same ratio to the Offered Shares as the Shares of eachelecting Offeree bear to the total number of Shares owned collectively by all such electingOfferees, or as may otherwise be agreed among such electing Offerees, provided that no Offereewhich elects to purchase Offered Shares will be required to purchase more Offered Shares than theamount set forth in its election.               (d) Subject to Section 6.2(e) and Section 6.2(f), the closing of the sale to the Offereespursuant to an Offering will be held at the offices of the Company on the tenth day after the dateof the last notice to the Transferor of an Offeree’s election to purchase the Offered Shares (the“Scheduled Closing Date”). Contemporaneously with such closing, the Transferor willdeliver a certificate or certificates representing the Offered Shares, properly endorsed fortransfer and with all necessary transfer or documentary stamps, if any, affixed and free and clearof all liens, restrictions or encumbrances against receipt from each purchasing Offeree of theThird Party Price or allocable portion thereof in cash or by certified or bank cashier’s check orwire or interbank transfer of funds.               (e) The obligation of a Transferor and a purchasing Offeree to proceed with the closing on theScheduled Closing Date and the obligation of a Transferor and a Third Party to consummate aTransfer prior to the Expiration Date (as hereinafter defined) will be conditioned upon and theScheduled Closing Date or the Expiration Date, as applicable, will be extended to a date which isten (10) days following the last to occur of, (i) the expiration (or earlier termination) of anyapplicable waiting period and, if extended, the extended waiting period under the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended, and (ii) the receipt of all material governmentaland regulatory consents, approvals or waivers that may be required in connection with the purchaseand sale of the Offered Shares; provided, however, that neither the Transferor northe purchasing Offerees (unless in material breach of their obligations hereunder) will beobligated to proceed with the closing of the purchase and sale of the Offered Shares in the eventthat such conditions have not been satisfied on or before the 90th day following the originalScheduled Closing Date. The Transferor and the purchasing Offerees will use all reasonable effortsto cooperate with each other orwith a third party to promptly make all filings, give all notices and secure all consents,approvals and waivers that may be required in connection with the purchase and sale of the OfferedShares.
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               (f) Notwithstanding the provisions of Section 6.2(a) through (e), elections to purchase madeby the Offerees will not be binding on the Transferor if (x) the Offerees have not elected by theconclusion of the offering period to purchase all of the Offered Shares or (y) the Offerees havenot closed on the purchase of all the Offered Shares by the Scheduled Closing Date in accordancewith the terms hereof. In such event, no sales pursuant to such elections will be required to bemade by the Transferor and the Transferor will have the right for a period of ninety (90) daysafter the expiration of the last election period in Section 6.2(b) or, if later, the last date forthe closing of such purchase under Section 6.2(d) or Section 6.2(e) (such later date being the“Expiration Date”), as appropriate, to sell all but not less than all of the OfferedShares, but only to the Third Party for a price (including any non-cash consideration in the ThirdParty Offer) and on terms no more favorable to the Third Party than the Third Party Price and theterms of the Third Party Offer. The Third Party will prior to any Transfer execute and deliver tothe Company the documents required by Section 6.4. If such Offered Shares are not sold prior tothe Expiration Date, all rights to sell such Offered Shares pursuant to such Third Party Offer,without making another offer to the Offerees pursuant to this Section 6.2, will terminate and theprovisions of this Article VI will continue to apply to any proposed Transfer in the future.          SECTION 6.3. Appraisal Procedure.               (a) The Fair Market Value of any non-cash consideration included in a Third Party Offer willbe determined by agreement between the Transferor and those Offerees holding seventy-five percent(75%) or more of the issued and outstanding Shares owned by the Offerees (the “RequisiteHolders”) or, in the event the Transferor and the Requisite Holders have not agreed upon suchFair Market Value by the tenth (10th) day following the date of the Transferor’s notice, such FairMarket Value will be determined by appraisal pursuant to paragraph (b) hereof.               (b) If the Transferor and the Offerees have failed to agree upon the Fair Market Value of anynon-cash consideration as provided above, such Fair Market Value will be determined by appraisalpursuant to this Section 6.3(b). Within ten (10) days after the determination for the need for anappraisal, the Offerees (by a vote of the Offerees holding a majority of the Shares held by all theOfferees) will designate one appraiser experienced in such appraisals, and the Transferor willdesignate one such appraiser. Within thirty (30) days after their selection, the two appraisers soselected will each determine the Fair Market Value of such non-cash consideration. In the eventsuch determinations vary by less than ten percent (10%) of the higher determination, such FairMarket Value will equal the average of the two determinations. If such determinations vary by tenpercent (10%) or more of the higher determination, the two appraisers will promptly designate athird appraiser with similar qualifications. No Member willprovide, and the selecting Members will instruct the two appraisers initially selected not toprovide, any information to the third appraiser as to the determinations of the two appraisersinitially selected, or otherwise influence such third appraiser’s determination in any way. Thethird appraiser will make a determination of the Fair Market Value within thirty (30) days afterits selection. The Fair Market Value will be equal to the average of the two closestdeterminations of the three appraisers, or, if the difference
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between the highest and middledetermination is equal to the difference between the middle and lowest determination, then the FairMarket Value will be equal to the middle determination. The Fair Market Value determined pursuantto this Section will be binding and conclusive on the Transferor and all Offerees. Any appraisalcost incurred under this Section 6.3 will be borne by the Transferor.          SECTION 6.4. Documents Delivered Upon Transfer. Any proposed transferee of Shares pursuant to any Section of this Article VI or any proposedpurchaser of Shares pursuant to Section 6.5 that is not a party to this Agreement, will, prior tosuch Person’s acquisition or subscription of Shares, execute and deliver to the Company (i) anopinion of counsel reasonably satisfactory to the Company to the effect that such Transfer wouldnot be in violation of the Securities Act or the Act; and (ii) a written agreement to the effectthat (x) the Shares so transferred will continue to be subject to all the restrictions and otherprovisions of this Agreement and (y) the transferee will be bound by and assume all obligations andrestrictions under this Agreement as if such transferee were an original party hereunder and as ifall references in this Agreement to “Member” referred to such transferee.          SECTION 6.5. Preemptive Rights.               (a) The Company will give to each Member written notice of the intention of the Company toissue or sell any Shares or any Convertible Securities (the “Securities”). Such noticewill set forth the terms of such proposed issuance or sale, including the price at which theSecurities will be issued or sold (the “Stated Price”), and will be given at least thirty(30) days prior to the issuance or sale of such Securities. Each Member may elect to purchase upto that percentage of the Securities to be sold or issued equal to such Member’s percentage of thetotal number of Shares on a fully-diluted basis immediately prior to such issuance or sale. AMember may exercise such election by giving written notice thereof to the Company before the end ofthe tenth business day after receipt by such Member of the notice from the Company. Such Member’snotice will state the number of Securities to be purchased pursuant to such election. If anyMember elects not to purchase all of the Securities to which such Member is entitled hereunder, theCompany will notify the Members of the availability of such excess Securities (the “ExcessSecurities”) within ten (10) days after the expiration of the above election period. EachMember will have the right to elect to purchase such Excess Securities by giving notice of itselection within ten (10) days after the receipt of the notice from the Company. If the Memberselect to purchase hereunder an amount of Securities in excess of the number of Excess Securities,such Excess Securities will beallocated among the electing Members on a pro rata basis based upon the proportion that thenumber of Shares owned by each electing Member bears to the number of Shares owned collectively byall the electing Members.               (b) If a Member exercises its right of election pursuant to clause (a) above, the closing ofsuch purchase and sale will take place within ten (10) days after the last Member gives notice ofits election. At the closing, the Company will deliver to any electing Member or an Affiliatethereof (provided such Affiliate has complied with the provisions of Section 6.4), if applicable,the certificate or certificates
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representing the number of Securities set forth in such Member’snotice of election against payment by the Member or an Affiliate thereof, if applicable, by cash orcertified or bank cashier’s check or by wire or interbank transfer of funds of the Stated Price.               (c) If the Members do not elect pursuant to clause (a) above to subscribe for all theSecurities proposed to be issued or sold by the Company, the Company will have the right to issueand sell any such Excess Securities, provided that any purchaser thereof becomes a party to thisAgreement.**ARTICLE VII****ACCOUNTING; RECORDS**          SECTION 7.1. Books and Records.The books and records of the Company will be kept, and the financial position and the results ofits operations recorded, in accordance with GAAP. The books and records of the Company willreflect all the Company transactions and will be appropriate and adequate for the Company’sbusiness. The Company will maintain, at the Company’s expense, at its principal office all of thefollowing:               (a) A current list of the full name and last known business or residence address of eachMember set forth in alphabetical order;               (b) A copy of the Certificate and any and all amendments thereto together with executed copiesof any powers of attorney pursuant to which the Certificate or any amendments thereto have beenexecuted;               (c) A copy of this Agreement and any and all amendments thereto;               (d) Copies of the Company’s or it predecessor’s federal, state, and local income tax orinformation returns and reports, if any, for the six (6) most recent taxable years; and               (e) Copies of the financial statements of the Company and its Subsidiaries for the six (6)most recent Fiscal Years.               (f) The Company’s and its Subsidiaries’ books and records as they relate to the internalaffairs of the Company and its Subsidiaries for at least the current and past four (4) FiscalYears.          SECTION 7.2. Fiscal Year. The fiscal year of the Company will end on December 31 of each year (a “Fiscal Year”).          SECTION 7.3. Bank and Investment Accounts. All funds of the Company will be deposited in its name, or in such name as may be designated bythe Members, in such checking, savings or other accounts, or held in its name in the form of suchother investments, as will be designated by the Members. The funds of the
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Company will not becommingled with the funds of any other Person. All withdrawals of such deposits or liquidations ofsuch investments by the Company will be made exclusively upon the signature or signatures of suchofficer or officers of the Company as the Members may designate.          SECTION 7.4. Tax Matters. The Company will cause its accountants to prepare all of the tax returns of the Company and itsSubsidiaries and will cause the same to be filed in a timely manner. The Company will furnish toeach Member a copy of each such tax return.          SECTION 7.5. Tax Elections. The Company will make the elections pursuant to Treasury Regulation §301.7701-3 and Form 8832 tobe treated as a corporation for United States federal income tax purposes For United Statesfederal income tax purposes, the Company will make any other elections agreed upon by the Membersfrom time to time; provided, that the election to be taxed as a corporation will not berevoked or changed. The Company will also timely prepare and file any similar elections that maybe required under state or local income tax laws.          SECTION 7.6. Insurance. The Company will obtain and will cause to be carried on its behalf, including, if available tobe so extended, through one or more policies of the Members or their Affiliates, such amount ofproperty, liability and workers’ compensation insurance and other insurance as is customarilycarried by corporations of similar size and exposure to the Company and its Subsidiaries and in asimilar line of business or required by law.          SECTION 7.7. No Managers. The Company will not have any managers (as such term is used in Subchapter IV of the Act).          SECTION 7.8. Accountants. The independent certified public accountants for the Company will be PricewaterhouseCoopers LLPor such other firm of independent certified public accountants as the Members will hereafterselect.**ARTICLE VIII****INDEMNIFICATION AND INSURANCE**          SECTION 8.1. Indemnification.               (a) Each officer, employee, agent and representative of the Company, and each Member andAffiliate of a Member and their respective, officers, directors, employees, representatives,agents, shareholders, partners, directors, members of limited liability companies, or Persons whoare deemed to Control or manage the Company (collectively, the “Indemnitees”) will not beliable to the Company or any other Indemnitee by reason of any act or omission performed or omittedby such Indemnitee in good faith on behalf of the Company and in a manner reasonably believed bysuch Indemnitee to be in the best interests of the Company and within the scope of authorityconferred on such Indemnitee by this Agreement or the Members, except that an Indemnitee will beliable for any such loss, damage or claim incurred by reason of such
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Indemnitee’s fraud, gross negligence or willful misconduct. Any act or omission by an Indemnitee if done in reliance uponthe opinion of legal counsel or public accountants selected in good faith with the exercise ofreasonable care by such Indemnitee on behalf of the Company, will be conclusively presumed not toconstitute fraud, gross negligence or willful misconduct on the part of such Indemnitee.               (b) The liability of Members to the Company is set forth in Section 4.1 of this Agreement. Noamendment or repeal of any of the provisions of this Agreement or the Certificate will limit oreliminate the benefits provided to the Members under Section 4.1 or this Article VIII with respectto any act or omission which occurred prior to such amendment or repeal.               (c) The Company will, to the fullest extent permitted by applicable law, indemnify and holdharmless any Indemnitee who was or is a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (including an action by or in the right of the Company, or by anyMember) by virtue of acts performed by the Indemnitee or omitted to be performed by the Indemnitee,against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him or it in connection with such action, suit or proceeding;provided, however, that the Company will not be liable to any Indemnitee to theextent that in the final judgment of a court of competent jurisdiction such claim is found to arisefrom such Indemnitee’s fraud, gross negligence or willful misconduct. Expenses incurred by anIndemnitee in defending a civil, criminal, administrative or investigative action, suit orproceeding arising out of or in connection with this Agreement or the Company’s business or affairswill be paid by the Company in advance of the final disposition of such action, suit or proceedingupon receipt of any undertaking by the Indemnitee to repay such amount plus reasonable interest inthe event that it will ultimately be determined that the Indemnitee was not entitled to beindemnified by the Company in connection with such action. The foregoing rights of indemnificationwill not be exclusive of any other rights to which the Indemnitee may be entitled.               (d) For purposes of this Article VIII, the termination of any action, suit or proceeding byjudgment, order, settlement or otherwise will not, of itself, create a presumption that the conductof an Indemnitee constituted fraud, gross negligence or willful misconduct.               (e) If a claim under Section 8.1 is not paid in full by the Company within sixty (60) daysafter a written claim has been received by the Company, except in the case of a claim for expensesincurred in defending a suit, action or proceeding in advance of its final disposition, in whichcase the applicable period will be twenty (20) days, the claimant may at any time thereafter bringan action against the Company to recover the unpaid amount of the claim and, to the extentsuccessful in whole or in part, the claimant will be entitled to be paid also the expense ofprosecuting such claim. The claimant will be presumed to be entitled to indemnification under thisSection 8.1 upon submission of a written claim (and, in an action brought to enforce a claim forexpenses incurred in defending any suit, action or proceeding in advance of its
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final disposition,upon tender of any required undertaking) and thereafter the Company will have the burden of proofto overcome the presumption that the claimant is so entitled. Neither the failure of the Company(including its members or independent legal counsel) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper in the circumstances noran actual determination by the Company (including its members or independent legal counsel) thatthe claimant is not entitled to indemnification will be a defense to the action or create apresumption that the claimant is not so entitled. If an action is brought pursuant to this sectiona final nonappealable order in such action will constitute the ultimate determination of theclaimant’s right to indemnification.               (f) The indemnification rights contained in this Article VIII will be cumulative of, and inaddition to, any and all rights, remedies and recourse to which the Indemnitee will be entitled,whether pursuant to the provisions of this Agreement, at law, or in equity. Indemnifications willbe made solely and entirely from the Company’s assets, and no Member will be personally liable tothe Indemnitees under this Article.               (g) Notwithstanding anything herein to the contrary, the exculpation rights set forth inSection 8.1(a) and the indemnification, hold harmless, advancement and other rights set forth inSection 8.1(c) will not be available in any action, suit or proceeding involving any claim by aMember or any Person who Controls such Member, against any other Member or any Person who Controlssuch Member.               (h) The Company may enter into indemnity agreements from time to time with any Person entitledto be indemnified by the Company hereunder, provided such indemnity agreements are (i) in form andsubstance consistent with the foregoing and (ii) are approved by the Members.          SECTION 8.2. Insurance. The Company will have the power to purchase and maintain insurance on behalf of any Person whois or was an agent of the Company against any liability asserted against such Person and incurredby such Person in any such capacity, or arising out of such Person’s status as an agent, whether ornot the Company would have the power to indemnify such Person against such liability under theprovisions of Section 8.1 or under applicable law.**ARTICLE IX****ISSUANCE OF SHARE CERTIFICATES**          SECTION 9.1. Issuance of Share Certificates. The issued and outstanding Shares will be represented by certificates. In addition to any otherlegend required with respect to a particular class, group or series of Shares or pursuant to anyagreement among the Members and the Company, each such Share certificate will bear the followinglegend:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANYSTATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLEEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO AWRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A“TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARERESTRICTED BY THE TERMS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT,DATED AS OF MAY 14, 2007, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG THE MEMBERS NAMEDTHEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANYWILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS ANDUNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE LIMITED LIABILITYCOMPANY AGREEMENT.          SECTION 9.2. Transfer of Share Certificates. A Share which is transferred in accordance with the terms of Article VI of this Agreement willbe transferable on the books of the Company by the record holder thereof in person or by suchrecord holder’s duly authorized attorney, but, except as provided in Section 9.3 hereof withrespect to lost, stolen or destroyed certificates, no Transfer of a Share will be entered until thepreviously issued certificate representing such Shares will have been surrendered to the Companyand canceled and a replacement certificate issued to the assignee of such Shares in accordance withsuch procedures as the Members may establish. The Company will issue to the Transferor a new Sharecertificate representing the Shares not being Transferred by the Member, in the event such Memberonly Transferred some, but not all, of the Shares represented by the original Share certificate.Except as otherwise required by law, the Company will be entitled to treat the record holder of aShare certificate representing Shares on its books as the owner thereof for all purposes regardlessof any notice or knowledge to the contrary.          SECTION 9.3. Lost, Stolen or Destroyed Certificates. The Company will issue a new Share certificate in place of any Share certificate previouslyissued if the record holder of the Share certificate:               (a) makes proof by affidavit, in form and substance satisfactory to the Members, that apreviously issued Share certificate has been lost, destroyed or stolen;
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               (b) requests the issuance of a new Share certificate before the Company has notice that theShare certificate has been acquired by a purchaser for value in good faith and without notice of anadverse claim; and               (c) satisfies any other reasonable requirements imposed by the Members.          If a Member fails to notify the Company within a reasonable time after it has notice of theloss, destruction or theft of a Share certificate, and a Transfer of the Shares represented by theShare certificate is registered before receiving such notification, the Company will have noliability with respect to any claim against the Company for such Transfer or for a new Sharecertificate.**ARTICLE X****DISSOLUTION AND WINDING UP**          SECTION 10.1. No Dissolution. The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or theoccurrence of any other event that terminates the continued membership of a Member in the Companywill not, in and of itself, cause the dissolution of the Company. In such event, the business ofthe Company will be continued by the remaining Members.          SECTION 10.2. Events Causing Dissolution. The Company will be dissolved and its affairs will be would up upon the approval of the Memberspursuant to Section 5.2(d)          SECTION 10.3. Liquidation. Upon dissolution of the Company, the Person or Persons approved by the Members to carry out thewinding up of the Company will immediately commence to wind up the Company’s affairs;provided, however, that a reasonable time will be allowed for the orderlyliquidation of the assets of the Company and the satisfaction of liabilities to creditors so as toenable the Members to minimize the normal losses attended upon a liquidation. The Person orPersons so approved by the Members will take full account of the assets and liabilities of theCompany, will either cause the Company’s assets and liabilities to be sold or distributed in kind,and if sold as promptly as is consistent with obtaining the fair market value thereof, will causethe proceeds therefrom, to the extent sufficient therefor, to be applied and distributed asfollows:               (a) to secured creditors of the Company whether or not they are Members and to unsecuredcreditors that are not Members, to the extent otherwise permitted by law, in satisfaction of theliabilities of the Company (whether by payment or the making of reasonable provision for paymentthereof);               (b) to unsecured creditors of the Company that are Members, to the extent otherwise permittedby law, in satisfaction of the liabilities of the Company (whether by payment or the making ofreasonable provision for payment thereof); and
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               (c) to the holders of the Shares on a prorata basis.          SECTION 10.4. Termination. The Company will terminate when all of the assets of the Company, after payment, or dueprovision for all debts, liabilities and obligations, of the Company have been distributed to theMembers in the manner provided for in this Article X and the Certificate will have been canceled inthe manner required by the Act.          SECTION 10.5. Claims of the Members. Members and former Members will look solely to the Company’s assets for the return of theircontributions to the Company, and if the assets of the Company remaining after payment of or dueprovision for all debts, liabilities and obligations of the Company are insufficient to return suchcontributions, the Members and former Members will have no recourse against the Company or anyother Member. No Member will be compelled to pay money to any other Member in the course of aliquidation.**ARTICLE XI****MISCELLANEOUS**          SECTION 11.1. Formation Expenses. Each party will pay its own expenses incurred in connection with the formation of the Company.          SECTION 11.2. Further Assurances. Each Member agrees to execute, acknowledge, deliver, file and record such further certificates,amendments, instruments and documents, and to do all such other acts and things, as may bereasonable necessary or appropriate to effectuate, carry out and perform all of the terms,provisions and conditions of this Agreement and the transactions contemplated hereby.          SECTION 11.3. Notices. Any notice or other communication required or permitted to be given hereunder will be inwriting, and will be effective (a) when transmitted by telecopy (with an acknowledgment of receipt)or personally delivered on a Business Day during normal business hours, (b) on the Business Dayfollowing the date of dispatch by nationally recognized overnight courier (providing proof ofdelivery) or (c) on the third Business Day following the date of mailing by registered or certifiedmail, return receipt requested, in each case addressed to the recipient at the address set forthbelow (or at such other address for a party as will be specified in a notice given in accordancewith this Section 11.3); provided, that any notice of a change in address will not be deemed givenuntil received:          If to the Company:               Discovery Communications Holding, LLC