Exhibit 3.9
DIRECTV HOLDINGS LLC
LIMITED LIABILITY COMPANY
AGREEMENT
DATED AS OF
June 11, 2002
TABLE OF CONTENTS
PAGE
Definitions................................................................... 1
Other Terms................................................................... 2
1. Name................................................................... 2
2. Certificates........................................................... 2
3. Purpose................................................................ 3
4. Powers................................................................. 3
5. Principal Business Office.............................................. 3
6. Registered Office...................................................... 3
7. Registered Agent....................................................... 3
8. Membership............................................................. 3
9. Term................................................................... 4
10. Separate Existence; Limited Liability.................................. 5
11. Capital Contributions.................................................. 5
12. Additional Contributions............................................... 5
13. Distributions.......................................................... 5
14. Management............................................................. 5
15. Officers............................................................... 7
16. Performance of Duties.................................................. 8
17. Reliance; Liability of Directors and Officers.......................... 8
18. Indemnification; Exculpation........................................... 9
19. Assignments............................................................10
20. Dissolution............................................................10
23. Elections..............................................................11
24. Separability of Provisions.............................................11
25. Entire Agreement.......................................................11
26. Governing Law..........................................................11
27. Amendments.............................................................11
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LIMITED LIABILITY COMPANY AGREEMENT
OF
DIRECTV HOLDINGS LLC
This Limited Liability Company Agreement (this "Agreement") of
DIRECTV Holdings LLC is entered into as of the 11th of June 2002 by ▇▇▇▇▇▇
Electronics Corporation (the "Member") pursuant to and in accordance with the
Delaware Limited Liability Company Act (6 Del.C. Section. 18-101, et seq.), as
amended from time to time (the "Act").
Definitions. The following defined terms used in this Agreement
shall have the respective meanings as set forth below.
"Act" shall have the meaning set forth in the introductory
paragraph hereof.
"Affiliate" of a Person shall mean any Person, directly or
indirectly, Controlling, Controlled by, or under common Control with, such other
Person.
"Bankruptcy" means, with respect to a Person, (i) that such
Person has (A) made an assignment for the benefit of creditors; (B) filed a
voluntary petition in bankruptcy; (C) been adjudged bankrupt or insolvent, or
had entered against such Person an order of relief in any bankruptcy or
insolvency proceeding; (D) filed a petition or an answer seeking for such Person
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation or filed an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Person in any proceeding of such
nature; or (E) sought, consented to, or acquiesced in the appointment of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of such Person's properties; (ii) sixty (60) days have elapsed after the
commencement of any proceeding against such Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation and such proceeding has not been
dismissed; or (iii) thirty (30) days have elapsed since the appointment without
such Person's consent or acquiescence of a trustee, receiver or liquidator of
such Person or of all or any substantial part of such Person's properties and
such appointment has not been vacated or stayed or the appointment is not
vacated within 30 days after the expiration of such stay.
"Board" shall have the meaning set forth in Section 14(a)
hereof.
"Capital" shall have the meaning set forth in Section 11 hereof.
"Certificate of Formation" shall have the meaning set forth in
Section 2 hereof.
"Chairman" shall have the meaning set forth in Section 14(g)
hereof.
"Company" shall have the meaning set forth in Section 1 hereof.
"Control" shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.
"Damages" shall have the meaning set forth in Section 18(a)
hereof.
"Director" shall have the meaning set forth in Section 14(a)
hereof.
"Indemnitee" shall have the meaning set forth in Section 18(a)
hereof.
"Member" shall have the meaning set forth in the introductory
paragraph hereof in each such Person's capacity as a member of the Company.
"Membership Interest" shall mean the Member's entire interest in
the Company, including the right to receive distributions from the Company and a
share of the profits and losses of the Company, and the right to vote and
participate in the management of the Company as provided in this Agreement.
"Officer" shall have the meaning set forth in Section 15 hereof.
"Person" shall mean an individual or a corporation, company,
trust, unincorporated organization, association, limited liability company,
partnership or other entity.
"Proceeding" shall have the meaning set forth in Section 18(a)
hereof.
"Transfer" shall mean any sale, assignment, exchange, gift, or
other disposition of any kind, voluntary or involuntary, including the creation
or existence of any liens, whether direct or indirect, voluntary or involuntary.
Other Terms. Whenever in this Agreement the singular number is
used, the same shall include the plural where appropriate (and vice versa), and
words of any gender shall include each other gender where appropriate. As used
in this Agreement, the following words or phrases shall have the meanings
indicated: (i) "including" or "include" shall mean "including without
limitation"; (ii) "law" or "laws" shall mean statutes, regulations, rules,
judicial, executive, or governmental orders, and other governmental actions or
legal pronouncements having the effect of law; (iii) references in this
Agreement to specific laws (such as the Act), or to specific sections or
provisions of laws, shall be deemed to apply to the respective laws which bear
the names so specified and to any succeeding law, section, or provision
corresponding thereto; and (iv) "business day" shall mean any day other than
Saturday, Sunday, or any day on which banks in New York City, New York or Los
Angeles, California are required or authorized by law to be closed for business.
1. Name. The name of the limited liability company governed
hereby is DIRECTV Holdings LLC (the "Company").
2. Certificates. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as an authorized person
within the meaning of the Act, has executed, delivered and filed the certificate
of formation of the Company with the Secretary of State of the State of Delaware
on June 11, 2002 (the "Certificate of Formation"). Upon the execution of this
Agreement, her powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the Act.
The Member shall execute, deliver and file any other documents (and any
amendments and/or
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restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.
3. Purpose. The Company is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Company is, engaging in all lawful activities for which limited liability
companies may be formed under the Act.
4. Powers. The Company shall have the power to do any and
all acts reasonably necessary, appropriate, proper, advisable, incidental or
convenient to or for the furtherance of the purpose and business described
herein and for the protection and benefit of the Company, and shall have,
without limitation, any and all of the powers that may be exercised on behalf of
the Company by the Board pursuant to this Agreement, including Section 14 and
15.
5. Principal Business Office. The principal place of
business and office of the Company shall be located at, and the Company's
business shall be conducted from, such place or places as may hereafter be
determined by the Board.
6. Registered Office. The address of the registered office
of the Company in the State of Delaware is c/o Corporation Trust Center, 1209
Orange Street, in the City of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
7. Registered Agent. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is The Corporation Trust Company, Corporation Trust Center, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, in the City of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. Membership
(a) Membership Interest. The Officers of the Company
shall maintain a schedule of the Member's mailing address and the Membership
Interest it holds (as the same may be amended, modified or supplemented from
time to time, the "Member Schedule"), a copy of which as of the date hereof is
attached hereto as Schedule A. The Member shall have no interest in the Company
other than the interests conferred by this Agreement and represented by the
Membership Interest, which shall be deemed to be personal property giving only
the rights conferred by this Agreement. The ownership of a Membership Interest
(or fraction thereof) shall not entitle the Member to call for a partition or
division of any property of the Company or for any accounting.
(b) Authorization and Issuance of Membership
Interest. The Company hereby authorizes the issuance of the Membership Interest
set forth on the Member Schedule (as in effect on the date hereof). The relative
rights, obligations, preferences and limitations of such Membership Interest are
as set forth in this Agreement.
(C) Meetings of the Member.
(i) Except as otherwise required by the Act,
the Member hereby delegates to the Board all power and authority
to make any decisions or take any action with respect to the
business and affairs of the Company. Any
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action required to be taken by the Member under the Act must be
approved by the vote of the Member.
(ii) Unless otherwise prohibited by law, any
action to be taken by the Member may be taken without a meeting
if a consent in writing, setting forth the action so taken,
shall be signed by the Member and such consent is delivered to
the Secretary of the Company. A record shall be maintained by
the Secretary of the Company of each such action taken by
written consent of the Member.
(iii) For purposes of voting, the Member shall
have one vote.
(d) Registered Member. The Company shall be entitled
to treat the owner of record of the Membership Interest as the owner in fact of
such Membership Interest for all purposes, and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such Membership
Interest on the part of any other person, whether or not it shall have express
or other notice of such claim or interest, except as expressly provided by this
Agreement or the laws of the State of Delaware.
(e) Limitation of Liability. Except as otherwise
provided by the Act, the debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company, and none of the Member, any
Director, any Officer, employee or agent of the Company (including a person
having more than one such capacity) shall be obligated personally for any such
debt, obligation or liability of the Company solely by reason of acting in such
capacity. The Member shall not have any responsibility to restore any negative
balance in its capital account or to contribute to or in respect of the
liabilities or obligations of the Company or return distributions made by the
Company except as required by the Act.
(f) Withdrawal; Resignation. The Member shall not
cease to be a Member as a result of the Bankruptcy of the Member or as a result
of any other events specified in Section. 18-304 of the Act. So long as the
Member continues to own its Membership Interest, such Member shall not have the
ability to withdraw or resign prior to the dissolution and winding up of the
Company and any such withdrawal or resignation or attempted withdrawal or
resignation by the Member prior to the dissolution or winding up of the Company
shall be null and void and of no force or effect. As soon as any Person who is a
Member ceases to own its Membership Interest, such Person shall no longer be a
Member.
(g) Other Business. The Member may engage in or
possess an interest in other business ventures of every kind and description,
independently or with others. The Company shall not have any rights in or to
such independent ventures or the income or profits therefrom by virtue of this
Agreement.
9. Term. The term of the Company commenced on the date of
filing of the Certificate of Formation in accordance with the Act and shall
continue until dissolution of the Company in accordance with Section 20 of this
Agreement.
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10. Separate Existence. The Company has a separate existence
from the Member. The Member shall have no interest in specific Company assets or
property.
11. Capital Contributions. The Member is deemed admitted as
a Member of the Company upon its execution and delivery of this Agreement. The
initial contribution of the Member consists of the assets set forth on Schedule
A attached hereto. The total capital of the Member in the Company from time to
time shall be referred to as the Member's "Capital."
12. Additional Contributions. The Member is not required to
make additional capital contributions to the Company.
13. Distributions. Distributions shall be made to the Member
at such times and in such amounts as may be determined in the sole discretion of
the Board. Notwithstanding any provision to the contrary contained in this
Agreement, the Company shall not make a distribution to the Member on account of
its interest in the Company if such distribution would violate Section 18-607 of
the Act or other applicable law.
14. Management; Board.
(a) Establishment. Except as expressly set forth
herein, the entire management and control of the Company shall be vested
exclusively in the board of directors of the Company (the "Board", and the
Persons appointed to the Board, the "Directors"). The Board shall take all
commercially reasonable actions to ensure that the Company is in compliance with
all applicable laws, regulations and administrative or judicial orders
including, but not limited to, any such laws, regulations or administrative or
judicial orders relating to federal or state securities laws and federal, state
and local taxes. Each of the Directors is hereby designated as a "manager" of
the Company within the meaning of the Act.
(b) Election. The size of the Board shall be fixed
at five (5), but may be increased or decreased at any time by action of the
Board. The Member shall have the right to elect the Directors. In the event of a
vacancy in the office of any Director, a successor shall be elected to hold
office for the unexpired term of such Director. The Directors as of the date
hereof are listed on the attached Schedule B.
(c) Powers. Except as specifically provided in this
Agreement, the Board may exercise all powers of the Company and may do all such
lawful acts and things as are not specifically required by statute or by this
Agreement to be exercised or done by the Member.
(d) Term of Office; Removal; Resignation. The Member
may remove any Director, for any reason or for no reason, at any time. The
Directors shall be elected as provided in Section 14(b) hereof and shall hold
office until their respective successors are elected and qualified or until
their earlier death, resignation or removal. A Director may resign at any time
by giving written notice to that effect to the Board. Any such resignation shall
take effect at the time of the receipt of that notice or any later effective
time specified in that notice; and, unless otherwise specified in that notice,
the acceptance of the resignation shall not be necessary to make it effective.
Any vacancy caused by any such resignation or by the death of any Director or
any vacancy for any other reason shall be filled as provided in Section 14(b)
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hereof, and any Director so elected to fill any such vacancy shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal.
(e) Meetings of the Board. The Board shall meet at
such time and at such place (either within or outside of the State of Delaware)
as the Board may designate. Meetings of the Board shall be held on the call of
any Director upon at least three (3) business days (if the meeting is to be held
in person) or two (2) business days (if the meeting is to be held by conference,
telephone or similar communications) oral or written notice to the Directors, or
upon such shorter notice as may be approved by all of the Directors. Any
Director may waive such notice as to himself or herself. A record shall be
maintained of each meeting of the Board.
(i) Conduct of Meetings. Any meeting of the
Directors may be held in person, by means of a conference,
telephone or similar communication equipment by means of which
all Directors and other persons participating in the meeting can
hear each other, and such telephone or similar participation in
a meeting shall constitute presence in person at the meeting.
(ii) Quorum. A minimum of three (3) Directors
shall constitute a quorum of the Board for purposes of
conducting business. At all times when the Board is conducting
business at a meeting of the Board, a quorum of the Board must
be present at such meeting. If a quorum shall not be present at
any meeting of the Board, then the Directors present at the
meeting may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
shall be present.
(iii) Voting. Any decisions to be made by the
Board must be approved by the affirmative vote of a majority of
the Directors present at a meeting. For purposes of voting, each
Director shall have one vote.
(iv) Attendance and Waiver of Notice.
Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is
not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board need
be specified in the notice or waiver of notice of such meeting.
(v) Actions Without a Meeting.
Notwithstanding any provision contained in this Agreement, any
action of the Board may be taken by written consent without a
meeting. Any such action taken by the Board without a meeting
shall be effective only if the written consent or consents are
in writing, set forth the action so taken and is signed by at
least a majority of the Directors.
(vi) Substitute Appointment. Any Director or
the Member may designate in writing an individual to act as the
temporary substitute for such Director at any meeting of the
Board which such Director is unable to attend, and attendance at
any meeting of the Board by any such designated individual shall
be
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deemed to constitute attendance at such meeting by the Director
for whom such individual is designated. Any such designated
individual who attends a meeting of the Board as a temporary
substitute as aforesaid shall have all the powers that the
absent Director has in respect of that meeting.
(f) Compensation of the Directors. The Board shall
determine any compensation to be paid for service to the Company as a Director.
Nothing contained in this Agreement shall be construed to preclude a Director
from serving the Company in any other capacity and receiving compensation from
the Company for such service.
(g) Chairman of the Board. The Board may elect any
one of the Directors to be the Chairman of the Board (the "Chairman"). The
Chairman, in his or her capacity as Chairman of the Board, shall not have any
rights or powers of an Officer of the Company or any special voting rights.
(h) Minutes. Minutes of all meetings of the Board
shall be kept and be available to each Director as soon as practicable following
each meeting. If no objection is raised in writing at the next meeting of the
Board of Directors, then such minutes shall be deemed to be accurate and shall
be binding on the Directors and the Company with respect to the matters dealt
with therein.
(i) Committees. The Board may designate committees
of the Company. Such committees shall consist of such officers of the Company or
a parent corporation as the Board shall determine. Each committee of the Company
shall have and may exercise such powers, authority and responsibilities as the
Board shall determine, and as may properly be granted to such committee under
the Act, the Certificate of Formation and this Agreement. The powers, authority
and responsibilities thereby granted may include the powers, authority and
responsibilities which may be granted to officers of the Company.
15. Officers. (a) The Board may, from time to time as it
deems advisable, appoint officers of the Company (the "Officers") and assign in
writing titles (including, without limitation, President, Vice President,
Secretary, Treasurer, Controller and any assistant secretaries and assistant
treasurers) to any such person. Any Officer may serve in one or more capacities.
Unless the Board decides otherwise, if the title is one commonly used for
officers of a business corporation formed under the Delaware General Corporation
Law, the assignment of such title shall constitute the delegation to such person
of the authorities and duties that are normally associated with that office. Any
delegation pursuant to this Section 15 may be revoked at any time by the Board.
The Officers of the Company as of the date hereof are listed on the attached
Schedule B.
(b) Duties of Officers Generally. Under the
direction of and, at all times, subject to the authority of the Board, the
Officers shall have full and complete discretion to manage and control the
day-to-day business, operations and affairs of the Company in the ordinary
course of its business, to make all decisions affecting the day-to-day business,
operations and affairs of the Company in the ordinary course of its business and
to take all such actions as he or she deems necessary or appropriate to
accomplish the foregoing. In addition, the
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Officers shall have such other powers and duties as may be prescribed by the
Board or this Agreement.
(c) Authority of Officers. Any Officer of the
Company shall have the right, power and authority to transact business in the
name of the Company or to act for or on behalf of or to bind the Company in
connection with activities normally associated with the office of such Officer.
With respect to all matters within the ordinary course of business of the
Company, third parties dealing with the Company may rely conclusively upon any
certificate of any Officer to the effect that such Officer is acting on behalf
of the Company.
(d) Removal, Resignation and Filling of Vacancy of
Officers. The Board may remove any Officer, for any reason or for no reason, at
any time. Any Officer may resign at any time by giving written notice to the
Board, and such resignation shall take effect at the date of the receipt of that
notice or any later time specified in that notice; provided, however, that
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any such resignation shall be
without prejudice to the rights, if any, of the Company or such Officer under
this Agreement or otherwise. A vacancy in any office because of death,
resignation, removal or otherwise shall be filled in the manner prescribed in
this Agreement for regular appointments to that office.
(e) Compensation of Officers. The Officers shall be
entitled to receive compensation from the Company as determined by the Board.
16. Performance of Duties. The Directors and Officers, in
the performance of their duties as such, shall act in good faith, and subject to
the terms and provisions in this Agreement, with regard to the best interests of
the Company and not the interests of any Member; provided, however, that nothing
herein shall be construed as requiring any Director to act against the best
interests of the Member appointing such Director.
17. Reliance; Liability of Directors and Officers. In
performing his or her duties, each of the Directors and the Officers shall be
entitled to rely in good faith on the provisions of this Agreement and on
information, opinions, reports or statements (including financial statements and
information, opinions, reports or statements as to the value or amount of the
assets, liabilities, net profits or net losses of the Company or any facts
pertinent to the existence and amount of assets from which distributions to the
Member might properly be paid), of the following other Persons or groups: (a)
one or more Officers or employees of the Company; (b) any attorney, independent
accountant or other Person employed or engaged by the Company; or (c) any other
Person who has been selected with reasonable care by or on behalf of the
Company, in each case as to matters which such relying Person reasonably
believes to be within such other Person's professional or expert competence. The
preceding sentence shall in no way limit any Person's right to rely on
information to the extent provided in Section 18-406 of the Act. No individual
who is a Director or an Officer of the Company, or any combination of the
foregoing, shall be personally liable under any judgment of a court, or in any
other manner, for any debt, obligation or liability of the Company, whether that
liability or obligation arises in contract, tort or otherwise, solely by reason
of being a Director or an Officer of the Company or any combination of the
foregoing.
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18. Indemnification; Exculpation.
(a) None of the Member, any Director, any Officer or
any of their respective Affiliates, or any of their respective equity owners,
members, partners, shareholders or employees (each, an "Indemnitee") shall be
liable, in damages or otherwise, to the Company or the Member for any act or
omission performed or omitted to be performed by such Indemnitee pursuant to the
authority granted by this Agreement, except if such act or omission results from
such Indemnitee's own gross negligence, willful misconduct, criminal conduct or
material breach of this Agreement. To the fullest extent permitted by law, the
Company shall indemnify and hold harmless each Indemnitee from and against any
and all claims, liabilities and expenses of whatever nature (including
reasonable attorneys' fees and disbursements), judgments, fines, settlements,
and other amounts (collectively, "Damages") arising from any and all claims,
demands, actions, suits or proceedings, whether civil, criminal, administrative
or investigative, in which an Indemnitee may be involved, or threatened to be
involved, as a party or otherwise, arising out of or incidental to the business
of the Company including any litigation or threatened litigation relating to the
applicability of this Section 18 (hereinafter a "Proceeding"), regardless of
whether an Indemnitee continues to be an Indemnitee at the time any such
liability or expense is paid or incurred, if (i) the Indemnitee acted in good
faith and in a manner such Indemnitee reasonably believed to be in, or not
opposed to, the interests of the Company, and (ii) the Indemnitee's conduct
would entitle him to indemnification hereunder. The termination of any
Proceeding by judgment, order, settlement or its equivalent, shall not, in and
of itself, create a presumption or otherwise constitute evidence that the
Indemnitee acted in a manner contrary to that specified in clause (i) or (ii)
above.
(b) Expenses (including reasonable attorneys' fees
and disbursements) incurred in defending any Proceeding hereof shall be advanced
by the Company in advance of the final disposition of such claim, demand,
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall ultimately be determined, by a court
of competent jurisdiction, that the Indemnitee is not entitled to be indemnified
by the Company as authorized hereunder.
(c) The indemnification provided by this Section 18
shall be in addition to any other rights to which each Indemnitee may be
entitled under any agreement, as a matter of law or otherwise, both (i) as to
action in the Indemnitee's capacity as an Indemnitee and (ii) as to action in
another capacity, and shall continue as to an Indemnitee who has ceased to serve
in such capacity and shall inure to the benefit of the heirs, successors,
assigns, administrators and personal representatives of the Indemnitee.
(d) The Company may purchase and maintain insurance
on behalf of one or more Indemnitees and other Persons against any liability
which may be asserted against, or expense which may be incurred by, any such
Person in connection with the Company's activities.
(e) Any indemnification hereunder shall be satisfied
only out of the assets of the Company (including insurance and any agreements
pursuant to which the Company, its officers or employees are entitled to
indemnification), and the Indemnitees shall not, in such capacity, be subject to
personal liability by reason of these indemnification provisions. For the
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avoidance of doubt, the Member shall not be required to make a capital
contribution to the Company to satisfy the Company's indemnification obligation
hereunder.
(f) An Indemnitee shall not be denied
indemnification in whole or in part under this Section 18 because the Indemnitee
had an interest in the transaction with respect to which the indemnification
applies if the transaction was otherwise permitted by the terms of this
Agreement.
(g) Promptly after receipt by an Indemnitee of
notice of the commencement of any action or proceeding or threatened action or
proceeding involving a claim referred to in the preceding paragraphs of this
Section 18, such Indemnitee, if a claim for indemnification in respect thereof
is to be made against the Company, will give written notice to the Board of the
commencement of such action; provided, however, that the failure of any
Indemnitee to give notice as provided herein shall not relieve the Company of
its obligations hereunder, except to the extent that the Company is actually
prejudiced by such failure to give notice.
(h) If any such action is brought against an
Indemnitee, the Company will be entitled to participate in and to assume the
defense thereof to the extent that the Company may wish, with counsel reasonably
satisfactory to such Indemnitee. After notice from the Company to such
Indemnitee of the Company's election so to assume the defense thereof, the
Company will not be liable for expenses subsequently incurred by such Indemnitee
without the prior written consent of the Company in connection with the defense
thereof. Any Indemnitee seeking indemnification hereunder shall fully cooperate
with the Company in the defense of any claim and, if the Company elects not to
assume the defense thereof, such Indemnitee shall use its best efforts to defend
such claim. The Company will not consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnitee of a release from all liability
in respect of such claim or litigation.
(i) The provisions of this Section 18 are for the
benefit of each Indemnitee and his or her heirs, successors, assigns,
administrators and personal representatives, and shall not be deemed to create
any rights for the benefit of any other Persons.
19. Assignments. At all times there shall only be one Member
of the Company. The Member may Transfer, pledge or hypothecate, in whole or in
part, its Membership Interest to a single transferee, as determined in its sole
discretion upon notice to the officers of the Company.
20. Dissolution.
(a) The Company shall dissolve, and its affairs
shall be wound up upon the first to occur of the following:
(i) the written consent of the Member;
(ii) the dissolution, termination,
winding-up, Bankruptcy, or other inability to act in such
capacity, of the Member; and
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(iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall
conduct only such activities as are necessary to wind up its affairs (including
the sale of the assets of the Company in an orderly manner).
21. Distributions Upon Dissolution. Upon the occurrence of
an event set forth in Section 20 hereof, the Member shall be entitled to
receive, after paying or making reasonable provision for all of the Company's
creditors to the extent required by Section 18-804 of the Act, the remaining
funds of the Company.
22. Tax Characterization and Returns. It is the intention of
the Member that the Company be disregarded for federal and all relevant state
tax purposes and that the activities of the Company be deemed to be activities
of the Member for such purposes. All provisions of the Certificate of Formation
and this Agreement are to be construed so as to preserve that tax status.
23. Elections. The Board shall determine the accounting
methods and conventions under the tax laws of any and all applicable
jurisdictions as to the treatment of income, gain, loss, deduction and credit of
the Company or any other method or procedure related to the preparation of such
tax returns.
24. Separability of Provisions. Each provision of this
Agreement shall be considered separable and if for any reason any provision
herein is determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, unenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
25. Entire Agreement. This Agreement constitutes the entire
agreement of the Member with respect to the subject matter hereof.
26. Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of Delaware (without regard to conflict
of laws principles thereof), and all rights and remedies shall be governed by
such laws.
27. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Member at the recommendation or direction of the Board.
11
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the date first written
above.
▇▇▇▇▇▇ ELECTRONICS CORPORATION
/s/ ▇. ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Vice President and
Chief Financial Officer
SCHEDULE A
MEMBER SCHEDULE
MEMBER MEMBERSHIP CAPITAL
INTEREST
▇▇▇▇▇▇ Electronics Corporation 100% 100% of the Capital
▇.▇. ▇▇▇ ▇▇▇ Stock of DIRECTV
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Enterprises, Inc.
▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇,
Vice President and Assistant
General Counsel
SCHEDULE B
INITIAL DIRECTORS AND OFFICERS
DIRECTORS OF DIRECTV HOLDINGS LLC
(AS OF JUNE 11, 2002)
▇. ▇. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇
OFFICERS OF DIRECTV HOLDINGS LLC
(AS OF JUNE 11, 2002)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Chairman and Chief Executive Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President and Chief Operating Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President
▇▇▇▇▇▇ ▇. ▇▇▇ Executive Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇ Senior Vice President, General Counsel
and Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President and Chief
Information Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Chief
Financial Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Senior Vice President
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President and Controller
▇▇▇▇ ▇. ▇▇▇▇▇, III Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇ Vice President
▇▇▇▇▇ ▇. ▇▇▇▇ Vice President
▇▇▇▇▇▇▇▇ ▇. Rapport Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Corporate Secretary
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Assistant Corporate Secretary