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| State of California Secretary of State | [SEAL] |
I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
| IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of | ||||
[SEAL] | AUG 23 2005 | |||
/s/ Bruce McPherson BRUCE McPHERSON Secretary of State | ||||
| [SEAL] | State of California Secretary of State | |||
| ENDORSED—FILED in the office of the Secretary of State of the State of California | ||||
| AUG 10 2005 | ||||
| LIMITED LIABILITY COMPANY CERTIFICATE OF MERGER (Corporations Code Section 17552) | ||||
Filing Fee—Please see instructions. IMPORTANT—Read instructions before completing this form. | ||||
| This Space For Filing Use Only | ||||
| 1. Name of surviving entity: LABC Productions, LLC | 2. Type of entity: LLC | 3. Secretary of State File Number: 200517810115 | 4. Jurisdiction: California | |||
| 5. Name of disappearing entity: LABC Productions, Inc. | 6. Type of entity: corporation | 7. Secretary of State File Number: 2727840 | 8. Jurisdiction: California | |||
| 9. Future effective date, if any: | Month | Day | Year | |||
10. If a vote was required pursuant to Section 17651 or Section 1113, enter the outstanding interests of each class entitled to vote on the merger and the percentage of vote required: | ||||||
Surviving Entity | Disappearing Entity | ||||||
|---|---|---|---|---|---|---|---|
| Each class entitled to vote | Percentage of vote required | Each class entitled to vote | Percentage of vote required | ||||
| member has one vote | 100%—one member | 1,000 shares Common | 100% | ||||
| | |||||||
| 11. | The principal terms of the agreement of merger were approved by a vote of the number of interests or shares of each class that equaled or exceeded the vote required. | |
| SECTION 12 IS ONLY APPLICABLE IF THE SURVIVING ENTITY IS A DOMESTIC LIMITED LIABILITY COMPANY. COMPLETE ITEM 12 AND PROCEED TO ITEM 15. | ||
| 12. | Requisite changes to the information set forth in the Articles of Organization of the surviving limited liability company resulting from the merger. Attach additional pages if necessary. | |
| SECTIONS 13 AND 14 ARE APPLICABLE IF THE SURVIVING ENTITY IS A FOREIGN LIMITED LIABILITY COMPANY OR OTHER BUSINESS ENTITY. COMPLETE ITEMS 13 AND 14. | ||
| 13. | Principal business address of the surviving foreign limited liability company or other business entity: | |
Address: | ||
City: State: Zip Code: [SEAL] | ||
| 14. | Other information required to be stated in the Certificate of Merger by the laws under which each constituent other business entity is organized. Attach additional pages if necessary. | |
| 15. | Number of pages attached, if any: | |
| 16. | I certify that the statements contained in this document are true and correct of my own knowledge. I declare that I am the person who is executing this instrument which execution is my act and deed. | |
| Executive Vice President of DIRECTV Enterprises, | ||||||
| /s/ Larry D. Hunter | 8/18/05 | Larry D. Hunter LLC, Member | 8/18/05 | |||
| Signature of Authorized Person for the Surviving Entity | Date | Type or Print Name and Title of Person Signing | Date | |||
| Asst. Secretary of DIRECTV Enterprises, LLC Member | ||||||
| /s/ Janet L. Williamson | 8/18/05 | Janet L. Williamson | 8/18/05 | |||
| Signature of Authorized Person for the Surviving Entity | Date | Type or Print Name and Title of Person Signing | Date | |||
/s/ Larry D. Hunter | 8/18/05 | Larry D. Hunter, Executive Vice Pres. | 8/18/05 | |||
| Signature of Authorized Person for the Disappearing Entity | Date | Type or Print Name and Title of Person Signing | Date | |||
/s/ Janet L. Williamson | 8/18/05 | Janet L. Williamson, Asst. Secretary | 8/18/05 | |||
| Signature of Authorized Person for the Disappearing Entity | Date | Type or Print Name and Title of Person Signing | Date | |||
| SEC/STATE (REV. 03/2005) | FORM LLC-9—FILING FEE: SEE INSTRUCTIONS Approved by Secretary of State | |||||
| State of California Secretary of State | [SEAL] |
I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
| IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of | ||||
[SEAL] | JUN 29 2005 | |||
/s/ Bruce McPherson BRUCE McPHERSON Secretary of State | ||||
| File # 200517810115 | ||||
| [SEAL] | State of California Secretary of State | |||
| ENDORSED—FILED in the office of the Secretary of State of the State of California | ||||
| LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION | JUN 24 2005 | |||
| A $70.00 filing fee must accompany this form. | ||||
| IMPORTANT—Read instructions before completing this form. | This Space For Filing Use Only | |||
| ENTITY NAME (End the name with the words "Limited Liability Company," "Ltd. Liability Co.," or the abbreviations "LLC" or "L.L.C.") | ||
| 1. | NAME OF LIMITED LIABILITY COMPANY | |
LABC Productions, LLC | ||
| PURPOSE (The following statement is required by statute and may not be altered.) | ||
| 2. | THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. | |
| INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank). | ||
| 3. | NAME OF INITIAL AGENT FOR SERVICE OF PROCESS | |
C T Corporation System | ||
| 4. | IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE | |
| CA | ||
| MANAGEMENT (Check only one) | ||
| 5. | THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: | |
| o ONE MANAGER | ||
| o MORE THAN ONE MANAGER | ||
| ý ALL LIMITED LIABILITY COMPANY MEMBER(S) | ||
| ADDITIONAL INFORMATION | ||
| 6. | ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY. IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. | |
| EXECUTION | ||
| 7. | I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. | |
| /s/ Jan Williamson | June 21, 2005 | ||
| SIGNATURE OF ORGANIZER | DATE | ||
Jan Williamson | [SEAL] | ||
| TYPE OR PRINT NAME OF ORGANIZER | |||
| RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned. | ||
| 8. | NAME | Jan Williamson | ||
FIRM | DIRECTV | |||
ADDRESS | 2230 E. Imperial Highway | |||
CITY/STATE/ZIP CODE | El Segundo, CA 90245 | |||
| LLC-1 (REV 03/2005) | APPROVED BY SECRETARY OF STATE | |||