AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DISCOVERY COMMUNICATIONS HOLDING, LLC

DATED

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

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

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 Discovery Communications Holding, LLC, a Delaware limited liability company (the “ Company ”), is entered into as of the 14 ^th day of May, 2007, by and among Advance/Newhouse Programming Partnership, a New York general partnership (“ ANPP ”), LMC Discovery, Inc., a Colorado corporation (“ LMCD ”), and John S. Hendricks (“ Hendricks ”).

          WHEREAS, the Company was formed as a limited liability company under the Act pursuant to a Certificate of Formation, which was executed and filed with the Secretary of State of Delaware on April 13, 2007;

          WHEREAS, on the date hereof (i) LMCD contributed 25,200 shares of Class A common stock, par value $0.01 per share (the “ DCI Class A Stock ”), of Discovery Communications, Inc., a Delaware company and predecessor to Discovery Communications, LLC (“ DCI ”), in exchange for 25,200 Shares (as defined below), (ii) ANPP contributed 12,599 shares of DCI Class A Stock in exchange 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, Cox and Hendricks entered into the Limited Liability Agreement of the Company (the “ Old LLC Agreement ”);

          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 and Travel Media, Inc., Cox exchanged (the “ Cox Exchange ”) all of the Shares beneficially owned by it for all of the capital stock of Travel Media, Inc., which holds (i) the assets, liabilities and 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 LLC Agreement, withdrew from the Company; and

          WHEREAS, LMCD, ANPP and Hendricks wish to amend and restate in its entirety the Old LLC Agreement and continue the business of the Company.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 of this Agreement, have the meanings specified below.

          “ Act ” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq ., 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 is under common Control with such Member.

          “ Annual Business Plan ” means for any fiscal year of the Company, a comprehensive statement of the objectives and projections of the Company (including its Subsidiaries) with respect to the operations of its business, including objectives and projections concerning capital expenditures, 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 New York City are authorized or required by law to be closed.

          “ Capitalized Lease Obligations ” of any Person means any obligations to pay rent or other amounts under a lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and the amount of such obligations at any 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 such Person and any Entities required to be consolidated with such Person on a financial statement in accordance with GAAP (the “ Consolidated Group ”) for such period derived in the ordinary course of business from continuing operations minus all operating expenses from continuing operations of such Consolidated Group for such period, including technical, programming, selling, advertising, general and administrative expenses and corporate overhead incurred to the extent deducted in calculating operating income by such Consolidated Group during such period and all income taxes paid, but excluding depreciation, amortization, deferred taxes and other non-cash charges 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 will be excluded from the calculation of Cash Flow. In the event of a sale, transfer or other disposition of any asset by any member of the Consolidated Group during any period, Cash Flow will be adjusted (i) to give effect to such sale, transfer or other disposition by excluding from Cash Flow the actual cash flow derived from such asset as if such sale, transfer or other disposition occurred on the first day of such period, and (ii) by adding to Cash Flow all sale, transfer and other disposition-related operating

expenses incurred by such member in connection with the sale, transfer or other disposition of such asset. In the event of an acquisition of any asset by any member of the Consolidated Group during any period, Cash Flow will be adjusted (a) to give effect to such acquisition by including in Cash Flow the actual cash flow derived from such asset as if such acquisition occurred on the first day of such period, and (b) by adding to Cash Flow all acquisition-related operating expenses incurred by such member in connection with the acquisition of such asset.

          “ Certificate ” means the Certificate of Formation for the Company originally filed with the 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 time to time.

          “ Commission ” means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

          “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by agreement or otherwise. The terms “controls,” “controlled” and “controlling” will have corresponding meanings.

          “ Debt Service ” means for any period, the sum of (i) all principal due and payable with respect 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 accordance with 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 price in cash at which a willing seller would sell and a willing buyer would buy such property having full knowledge of the facts, in an arm’s-length transaction without time constraints, and without being under any compulsion to buy or sell.

          “ GAAP ” means generally accepted accounting principles as in effect in the United States 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 the spouse 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 of the lender is to the whole of the assets of such Person or only to a portion thereof) for borrowed money, and any deposits or advances of any kind held by such Person, and all obligations with respect to which interest charges are customarily

paid, and all obligations evidenced by bonds, notes, debentures or similar instruments or representing the 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 in the ordinary course of business), if and to the extent any of the foregoing obligations or indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with 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 or assets owned or held by such Person are subject, whether or not the obligation or obligations secured 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 other Person, (iv) the face value of any letters of credit and bankers acceptances less amounts drawn thereunder and for which reimbursement has been made, (v) the amount of any obligations of such Person under conditional sales and title retention agreements and (vi) obligations of any such Person 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 become members of the Company in accordance with the terms of this Agreement pursuant to and in accordance with the Act.

          “ Parent ” means with respect to any Person, any other Person that owns directly or indirectly through one or more Subsidiaries, more than fifty percent (50%) of the voting or beneficial interests in such first Person.

          “ Person ” means any individual, partnership, company, corporation, limited liability company, trust, estate, unincorporated association, syndicate, joint venture or unincorporated organization, any government or any department, agency or political subdivision thereof, or any other 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, joint venture, association, or other business entity, whether now existing or hereafter organized or acquired, (i) in the case of a corporation, in which such Person, directly or indirectly, through one or more Subsidiaries, holds more than fifty percent (50%) of the total voting power of the capital stock entitled (without regard to the occurrence of any contingency) to vote or (ii) in the case 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 the direction of the management and policies of such entity by contract or otherwise.

          “ The Discovery Channel ” means the basic programming service consisting primarily of documentary, science and nature programming produced by DCI for carriage on cable television systems.

          “ Transfer ” means a sale, assignment, transfer, pledge, hypothecation, grant of security interest, or other disposition, whether voluntary or by operation of law.

          “ Treasury Regulations ” means the income tax regulations, including temporary regulations, 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 such Person, directly or indirectly, has the power to direct or cause the direction of the management and policies of such Entity by contract or otherwise.

          SECTION 1.2. Cross References . Each of the following terms will have the meaning assigned thereto in the Section of this Agreement set forth below opposite such term:

Term		Section
Affiliated Person		5.2(b)
Agreement		Preamble
Annualized Cash Flow		5.2(e)
ANPP		Preamble
ANPP Proxy		4.12
Company		Preamble
Convertible Securities		3.1(b)
Cox		Recitals
Cox Exchange		Recitals
DCI		Recitals
DCI Class A Stock		Recitals
Excess Securities		6.5(a)
Expiration Date		6.2(f)
Fiscal Year		7.2
Hendricks		Preamble
Hendricks Share		4.12
Indemnitees		8.1(a)
LMCD		Preamble
Offered Shares		6.2(a)
Offeree Notice		6.2(b)
Offerees		6.2(a)
Offering		6.2(b)
Old LLC Agreement		Recitals

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 the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections and Schedules are deemed to be references to Articles and Sections of, and Schedules to, this Agreement unless the context otherwise requires. All Schedules attached hereto are deemed incorporated herein as if set forth in full herein and, unless otherwise defined therein, 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 “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such 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 of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

ARTICLE II

          SECTION 2.1. Formation . The Members hereby agree to continue the Company, which was formed as a limited liability company under the Act on April 13, 2007, for the purposes set forth in this Article II. The Members hereby agree that the Company and its Subsidiaries will be governed by the terms 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 approved by the Members.

          SECTION 2.3. Effective Date . This Agreement will be effective on the date hereof.

          SECTION 2.4. Term . The Company will continue until dissolved and its affairs wound up in accordance with the Act and the terms of this Agreement.

          SECTION 2.5. Offices . The principal office of the Company will be established and maintained in Silver Spring, Maryland, or at such other or additional place or places as the Members will determine from time to time. The Company may have other offices at such place or places 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 160 Greentree Drive, Suite 101, City of Dover, County of Kent, Delaware 19904 or such other place within 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 Registered Agents, Inc., or any successor registered agent appointed by the Members in accordance with the Act.

          SECTION 2.7. Purpose . The purposes of the Company are (a) to hold all of the outstanding equity interests of DCI and any other equity or debt interests or other securities of any type of DCI into which such interests may be converted, and (b) to carry on any other lawful acts 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 set forth in Section 2.7.

               (b) The Company may enter into and perform the Credit, Pledge and Security Agreement, dated as of May 14, 2007 (the “ Credit Agreement ”), among the Company, as borrower, the Lenders (as defined therein), and Bank of America, N.A., a national banking association, as Administrative Agent (as defined therein), and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member or other person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers 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 steps as are necessary to (a) maintain the Company’s status as a limited liability company formed under the laws of the State of Delaware and its qualification to conduct business in any jurisdiction where the Company does business and is required to be qualified, and (b) ensure that the Company will continue to be

treated as a corporation for United States federal, state and local tax purposes 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 will reside in the Company or its Subsidiaries and will be conveyed only in the name of the Company or its Subsidiaries and no Member or any other Person will have any ownership of such assets, rights or 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 such relative rights, powers and duties as may from time to time be approved by holders of eighty percent (80%) or more of the issued and outstanding Shares. The capital structure of the Company will initially consist of the Shares issued and outstanding immediately following the Cox Exchange and set forth on Schedule A, having the powers, preferences, rights, qualifications, limitations and restrictions as set forth herein. For the avoidance of doubt, all Shares owned by ANPP will be deemed to include all the rights and obligations of ANPP and Hendricks under the Stock Purchase 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 and address of each Member and the number and class (if any) of Shares owned thereby are set forth in Schedule A of this Agreement. A Member may change its address upon notice thereof to the other Member(s) that are still Members and the Company in accordance with this Agreement. Any reference in this Agreement to Schedule A will be deemed to be a reference to Schedule A as amended and in effect from time to time.

               (b) Subject to Sections 5.2 and 6.5, the Company is authorized to issue options, warrants to purchase Shares, restricted Shares and other securities convertible, exchangeable or exercisable for Shares (collectively, “ Convertible Securities ”), on such terms as may be determined by the Members.

               (c) The Shares will have the voting rights set forth in Article IV of this Agreement and will have all rights to any allocations and to any distributions as may be authorized and set forth under this Agreement and under the Act.

               (d) For the avoidance of doubt, all of the rights and obligations of ANPP and Hendricks under the Stock Purchase Agreement that applied with respect to the Hendricks DCI Share (as defined in the Old LLC Agreement) prior to the Initial Capital Contribution (as defined in the Old LLC Agreement), including the “Put” and

“Call” option set forth therein, will inure and apply to the Hendricks Share (as defined below).

          SECTION 3.2. Additional Capital Contributions . None of the Members will be required to make 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, no Member or any representative of a Member will be personally liable for any debts, liabilities, or obligations of the Company. No Member or any representative of a Member will owe any fiduciary duties 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 of holders of eighty percent (80%) or more of the issued and outstanding Shares, the Company may not admit 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 is made in compliance with all of the requirements of Article VI (including, but not limited to, the requirement that such transferee becomes a party to this Agreement) and such transferee complies with 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 defined in the Stock Purchase Agreement, Hendricks will be deemed to have resigned and withdrawn from the Company 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 any distributions from the Company, (iii) will not otherwise be entitled to receive consideration for his Share except pursuant to the Stock Purchase Agreement, and (iv) will not have any rights or obligations under this Agreement other than any rights or obligations arising as a result of the breach 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 the Company prior to the dissolution and winding up of the Company, except in connection with a Transfer of Shares pursuant to the terms of this Agreement. A resigning Member will not be entitled to receive any distribution and will not otherwise be entitled to receive the fair value of its Shares except as expressly provided in this Agreement.

          SECTION 4.4. Time and Place of Meetings . Meetings of the Members will be held at the Company’s offices, at such times and dates as are specified herein or as may be fixed from time to time by the Members, or at such other place either within or without the State of Delaware or the United States as may be designated from time to time by the Members and stated in the notice of the meeting or in a duly executed waiver of the notice thereof. Meetings of Members for any other purpose may be held at such time and place, within or without the State of Delaware or the United States, as will be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          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 a holiday, and if a holiday, then on the first following day that is not a legal holiday or (b) at such other time as may be designated from time to time by the Members.

          SECTION 4.6. Special Meetings . Special meetings of the Members for any purpose or purposes, unless otherwise provided by statute, this Agreement or any written agreement entered into by and between the Company and all of its Members, may be called by any Member or Members holding 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 or purposes stated in the notice, unless the Members representing a majority of the issued and outstanding Shares entitled to vote otherwise consent thereto either at the special meeting or in writing 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 special meeting, the purpose for which the meeting is called must be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally, by facsimile, by mail, by the Secretary of the Company to each Member of record of Shares entitled to vote at such meeting. Notice to Members, if mailed, will be deemed delivered as to any Member when deposited in the U. S. mail, addressed to the Member, with postage prepaid, but, if two successive letters mailed to the last-known address of any Member are returned as undeliverable, no further notices to such 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, be deemed delivered on the date of receipt of transmission to the facsimile number provided by or on behalf 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 the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have 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 to vote at the meeting. No

meeting will be adjourned for more than sixty (60) days, whether by way of a 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 provisions of this Agreement, a waiver thereof in writing signed by 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 of business at the meeting; and

                    (ii) Waives objection to consideration at such meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Member objects to considering the matter when it is presented.

          SECTION 4.9. Voting; Action by Written Consent . Except as otherwise set forth in this Agreement, with respect to any matter submitted to a vote of the Members, each Member will be entitled to one vote per Share held by such Member. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members holding not less than the minimum number of Shares that would be necessary to approve the action pursuant to the terms of this Agreement, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Members. In no instance where action is authorized by written consent will a meeting of Members be called or notice be given; however, a copy of the action taken by written consent will be filed with the records of the Company. Written consent by the Members pursuant to this Section 4.9 will have the same force and effect as a vote of such Members taken at a duly held meeting of the Members.

          SECTION 4.10. Representation at Member Meetings

               (a)  Authorized Representatives . Each Member (other than a Member that is an individual) will designate one individual who will act as such Member’s authorized representative at each meeting of the Members. Each Member (other than a Member that is an individual) may, if it so chooses, designate one alternate representative who may act instead of the authorized representative 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 and alternate representative will present a certified resolution in a form reasonably satisfactory to the Secretary of the Company evidencing the designation of him or her as an authorized representative or alternate representative. Each authorized representative or alternate representative will serve for such term as provided in the certified resolution or until he or she is replaced or removed by the Member that designated him or her. Such replacement or removal will become effective upon receipt by the Secretary of the Company of a certified resolution

in a form reasonably satisfactory to the Secretary. In the event that both the authorized representative and the alternate representative are unavailable to attend a specific meeting, a Member may designate a substitute representative for that meeting. Such substitute representative will present a certified resolution in a form reasonably satisfactory to the Secretary of the Company evidencing the designation of him or her as a substitute representative for purposes of that meeting only.

               (b)  Voting Authority and Proxies . A Member may vote in person, through its authorized representative, alternative representative or substitute representative, or by proxy executed in writing by the Member or by his, her or its duly authorized attorney-in-fact. No proxy will be valid 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, none of the Members will enter into a voting trust or voting agreement with any other Person, give a proxy to any other Person, or otherwise agree with any other Person to restrict or limit the power to vote its Shares. This Section will not be deemed to preclude any Member o