CERTIFICATE OF INCORPORATION
OF
COMCAST LCI HOLDINGS, INC.
FIRST: The name of the corporation is:
Comcast LCI Holdings, Inc.
SECOND: The address of its registered office in the State of Delaware
is: 1201 N. Market Street, Suite 2201, Wilmington, New Castle County,
Delaware, 19801. The name of its registered agent at such address is:
COMCAST CAPITAL CORPORATION.
THIRD: The nature of the business or purposes to be conducted or
promoted is:
To have unlimited power to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law
of Delaware.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is: 1,000 shares of common stock, par value
$.01 per share.
FIFTH: The name and mailing address of the incorporator is as follows:
Name Address
Brian J. Curtis 1201 Market Street
Wilmington, DE 19801
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the corporation.
SEVENTH: Elections of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions
of Section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned
by the court to which the said application has been made, be binding on all
the creditors or class of creditors, and/or on all the stockholders or
class of stockholders, of this corporation, as the case may be, and also on
this corporation.
NINTH: A director of this corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this shall not exempt
a director from liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which a director
derived an improper personal benefit. In the case of any change in Delaware
law which expands the liability of directors, the limited liability of
directors shall continue as theretofore to the extend permitted by law; in
the case of any change in Delaware law which permits the corporation,
without the requirement of any further action by the stockholders or
directors of the corporation, to limit further the liability of directors,
then such liability thereupon shall be so limited to the extend permitted
by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
November, 1999.
/s/ Brian J. Curtis
---------------------
Brian J. Curtis, Sole Incorporator
1201 Market Street - Suite 2201
Wilmington, DE 19801
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