amended and restated operating agreement of ccc, llc this amended and restated operating agreement (the agreement) is entered into as of _________,_________,_________(m/d/y), between aaa, inc., a _________(state) corporation (aaa), and bbb inc.
　　amended and restated operating agreement of ccc, llc
　　this amended and restated operating agreement (the "agreement") is entered into as of _________,_________,_________(m/d/y), between aaa, inc., a _________(state) corporation ("aaa"), and bbb inc., a _________(state) corporation ("bbb"), both of which are referred to as the "members" and individually as a "member." promptly following the execution of this agreement, bbb intends to transfer all of its interest in the company to ust, inc., its indirect wholly owned subsidiary ("ust") (upon such event, the term "bbb" as used herein shall be deemed to apply to ust for all purposes of this agreement).
　　a limited liability company was formed in accordance with the provisions of the _________(state) limited liability company act (the "act") under the name of ccc, llc (the "company") pursuant to a certificate of formation filed _________,_________,_________(m/d/y), with the _________(state) secretary of state. an operating agreement of the company was entered into as of that same date, under which aaa was the sole member. pursuant to a subscription agreement by and between bbb and the company dated as of _________,_________,_________(m/d/y) (the "subscription agreement"), bbb agreed to purchase an equity interest in the company in exchange for the capital note (as hereinafter defined). additionally, aaa agreed under a contribution agreement dated as of _________,_________,_________(m/d/y) by and among aaa and the company (the "contribution agreement") to contribute certain assets (the "aaa contributed assets") to the company. in light of the foregoing, the members now desire to amend and restate the operating agreement of the company. accordingly, from and after the date hereof, the affairs of the company will be governed by this amended and restated operating agreement. in consideration of the foregoing, and of the mutual promises contained herein, the members agree as follows:
　　article1
　　the limited liability company
　　 name. the name of the limited liability company shall be ccc, llc.
　　 certificate of formation. a certificate of formation that complies with the requirements of the act has been properly filed with the _________(state) secretary of state. in the future, the managers shall execute such further documents (including amendments to the certificate of formation) and take such further action as shall be appropriate or necessary to comply with the requirements of law for the formation and operation of a limited liability company in all states and counties where the company elects to carry on its business.〖10〗〖11〗〖12〗〖13〗〖14〗〖15〗〖16〗
　　 business. the business of the company shall be (a) to provide advanced digital production, post-production and transmission facilities, digital media storage and distribution services, telephony-based data storage and enhanced services, access and routing services; (b) to do any and all other things necessary, desirable or incidental to the foregoing purposes; and (c) to engage in such other legal and lawful business activities as the management committee may deem desirable. the company may sell or otherwise dispose of all or substantially all of its assets and any such sale or disposition shall be considered to be within the scope of the company"s business.
　　 registered office; agent. the registered office of the company shall be at _________(address), or such other place in _________(state) as may be selected by the management committee. the company"s registered agent at such address shall be richard m. jones.
　　article2
　　definitions
　　 cash flow. "cash flow" shall mean the excess of all cash receipts of the company over all cash disbursements of the company.
　　 code. "code" shall mean the internal revenue code of1986, as amended, or any successor statute.
　　 manager. "manager" is defined in section (a).
　　 profit or loss. "profit" or "loss" shall mean the profit or loss of the company as determined under the capital accounting rules of treasury regulation (s) -1(b)(iv) for purposes of adjusting the capital accounts of the members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of income, gain, deduction and loss.
　　 sharing ratio. "sharing ratio" shall mean the percentage representing the ratio that the number of units owned by a member bears to the aggregate number of units owned by all of the members. upon the issuance of additional units or the transfer, repurchase or cancellation of any outstanding units, the sharing ratios of the members shall be recalculated as of the date of such issuance, transfer, repurchase or cancellation. the recalculated sharing ratio of each member shall be the percentage representing the ratio that the number of units owned by the member bears to the aggregate number of units owned by all of the members after giving effect to the issuance, transfer, repurchase or cancellation.
　　 treasury regulations. "treasury regulations" shall mean regulations issued by the department of treasury under the code. any reference to a specific section or sections of the treasury regulations shall be deemed to include a reference to any corresponding provision of future regulations under the code.

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