Limited Liability Company Operating Agreement Of Directv Operations, Llc

DIRECTV OPERATIONS LLC


LIMITED LIABILITY COMPANY
OPERATING AGREEMENT


DATED AS OF OCTOBER 28, 2002


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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...................................4


11. Capital Contributions...................................................5


12. Additional Contributions................................................5


13. Distributions...........................................................5


14. Management; Board.......................................................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


21. Distributions Upon Dissolution.........................................11


22. Tax Characterization and Returns.......................................11


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 OPERATING AGREEMENT
OF
DIRECTV OPERATIONS LLC


This Limited Liability Company Operating Agreement (this "Agreement") of DIRECTV Operations LLC is entered into this 28th day of October, 2002 by DIRECTV Enterprises, LLC (the "Member") pursuant to and in accordance with the Beverly-Killea Liability Company Act (California Corporations Code 17000 - 17705), 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.


"Articles of Organization" shall have the meaning set forth in Section 2 hereof.


"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.


"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 Operations LLC (the "Company").


2. Certificates. Jan Williamson delivered and filed the articles of organization of the Company with the Secretary of State of the State of California on July 24, 2002 (the "Articles of Organization"). The Member shall execute, deliver and file any other


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documents (and any amendments and/or 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 purpose of the Company is to engage in any lawful activity for which a limited liability company may be organized 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 California is c/o CT Corporation System, 818 West Seventh Street, Los Angeles, California 90017.


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 California is CT Corporation System, 818 West Seventh Street, Los Angeles, California 90017.


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 action required to be
taken by the Member under the Act must be approved by the vote
of the Member.


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(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 California.


(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, ...