{"id":41645,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/limited-liability-company-agreement-ralph-lauren-media-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"limited-liability-company-agreement-ralph-lauren-media-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/limited-liability-company-agreement-ralph-lauren-media-llc.html","title":{"rendered":"Limited Liability Company Agreement &#8211; Ralph Lauren Media LLC"},"content":{"rendered":"<pre>                    ------------------------------------------\n\n                       SECOND AMENDED AND RESTATED LIMITED\n                           LIABILITY COMPANY AGREEMENT\n\n                                       of\n\n                             RALPH LAUREN MEDIA, LLC\n\n                    ------------------------------------------\n\n\n\n                            Dated as of May 18, 2000\n\n\n\n\n\n\n\n              Second Amended and Restated Limited Liability Company\n                                  Agreement of\n                             Ralph Lauren Media, LLC\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\n                                    ARTICLE I\n\nDEFINITIONS .................................................................  2\n\n                                   ARTICLE II\n\nFORMATION AND CONDUCT ....................................................... 19\n     2.1  Formation and Purpose ............................................. 19\n     2.2  Name .............................................................. 20\n     2.3  Principal Office and Place of Business ............................ 20\n     2.4  Term .............................................................. 20\n     2.5  Registered Office and Agent ....................................... 20\n     2.6  Qualification in Other Jurisdictions .............................. 20\n     2.7  No Liability to Third Parties ..................................... 20\n     2.8  Business Purpose .................................................. 21\n     2.9  Business Launch ................................................... 21\n     2.10 Initial Activities ................................................ 21\n     2.11 Membership Interests .............................................. 22\n     2.12 Admission of Additional Members ................................... 23\n     2.13 Relinquishment of Class B Membership Interests and Class C\n          Membership Interests .............................................. 23\n     2.14 Redemption of Class B Membership Interests and Class C Membership\n          Interests ......................................................... 25\n     2.15 [Reserved] ........................................................ 25\n     2.16 Employment by the Company ......................................... 25\n     2.17 \"Drag-Along\" Rights Against Class B Members and Class C Members ... 25\n     2.18 \"Tag-Along\" Rights of Class B Members and Class C Members ......... 26\n     2.19 Authorization of Actions Taken by the Company ..................... 28\n            (a)  Ancillary Agreements ....................................... 28\n            (b)  Formation .................................................. 28\n            (c)  Bank Accounts .............................................. 28\n\n                                   ARTICLE III\n\nOPERATIONS .................................................................. 29\n     3.1  Books and Records ................................................. 29\n            (a) Books and Accounts .......................................... 29\n            (b) Other Records ............................................... 29\n     3.2  Financial Statements; Information; Bank Accounts .................. 29\n            (a) Preparation in Accordance with GAAP ......................... 30\n            (b) Monthly Reports ............................................. 30\n\n\n\n                                                                            Page\n                                                                            ----\n\n            (c) Quarterly Report ............................................ 30\n            (d) Annual Reports .............................................. 30\n            (e) Other Reports ............................................... 30\n            (f) Bank Accounts ............................................... 31\n     3.3  Auditors .......................................................... 31\n     3.4  Fiscal Year ....................................................... 31\n     3.5  Demand Registration ............................................... 31\n     3.6  Piggyback Registrations ........................................... 34\n     3.7  Lock-Up Provision ................................................. 36\n     3.8  Exchange of Membership Interests for Common Stock ................. 37\n     3.9  Employees and Benefit Matters ..................................... 37\n            (a) Generally ................................................... 37\n            (b) Member Responsibility ....................................... 37\n            (c) Non-Solicitation ............................................ 37\n     3.10 Expense Reimbursement ............................................. 38\n     3.11 The Members as Third Party Beneficiaries .......................... 38\n     3.12 Deadlocks ......................................................... 38\n            (a) Deadlocks of Managers ....................................... 38\n            (b) Deadlocks of Class A Members ................................ 38\n            (c) Continuation of Business .................................... 39\n            (d) Polo Deadlock Call .......................................... 39\n            (e) Media Members Sale Right .................................... 39\n     3.13 Change of Control ................................................. 42\n            (a) Change of Control of a Member ............................... 42\n            (b) Continuation of Business .................................... 42\n            (c) NBC Change of Control Call .................................. 42\n            (d) Polo Change of Control Sale ................................. 43\n     3.14 Polo Buyout Right ................................................. 43\n     3.15 Material Deadlock, Change of Control and Polo Buyout Right,\n          Pricing, Deferred Compensation and Closing ........................ 44\n            (a) Price of the Media Members Membership Interests ............. 44\n            (b) [Reserved] .................................................. 44\n            (c) Closing ..................................................... 44\n            (d) Services Agreement .......................................... 45\n     3.16 Media Members IPO Right ........................................... 45\n     3.17 Certain Restrictions .............................................. 46\n\n                                   ARTICLE IV\n\nRIGHTS AND REPRESENTATIONS AND WARRANTIES OF MEMBERS ........................ 46\n     4.1  Members' Rights ................................................... 46\n     4.2  Representations and Warranties .................................... 46\n\n\n\n                                                                            Page\n                                                                            ----\n\n            (a) Due Organization ............................................ 47\n            (b) Authorization and Validity of Agreement ..................... 47\n            (c) No Breach or Government Approvals ........................... 47\n            (d) Certain Fees ................................................ 47\n            (e) Legal Proceedings ........................................... 48\n            (f) Employee Benefits Programs .................................. 48\n            (g) SEC Filings ................................................. 48\n            (h) Acknowledgment .............................................. 49\n     4.3  Representations and Warranties of JM .............................. 49\n     4.4  Title to Company Assets ........................................... 50\n\n                                    ARTICLE V\n\nMANAGEMENT .................................................................. 51\n     5.1  Management by Managers ............................................ 51\n     5.2  Management Committee .............................................. 51\n            (a) Number; Composition ......................................... 51\n            (b) Appointment of Managers ..................................... 51\n            (c) Voting ...................................................... 51\n            (d) Quorum ...................................................... 51\n            (e) Required Vote for Action .................................... 51\n            (f) Term ........................................................ 51\n            (g) Vacancy ..................................................... 52\n            (h) Removal ..................................................... 52\n            (i) Resignation ................................................. 52\n     5.3  Action Requiring Unanimous Vote of Polo Managers and the Media\n          Managers; Unanimous Vote of the Class A Members ................... 52\n            (a) Unanimous Vote of the Managers .............................. 52\n            (b) Unanimous Vote of the Class A Members ....................... 54\n     5.4  Business Plan ..................................................... 55\n     5.5  Limitation on Management Committee Authority ...................... 55\n     5.6  Meetings of the Management Committee .............................. 55\n     5.7  Methods of Voting; Proxies ........................................ 56\n     5.8  Order of Business ................................................. 56\n     5.9  Actions Without a Meeting ......................................... 56\n     5.10 Telephone and Similar Meetings .................................... 57\n     5.11 Compensation of Managers .......................................... 57\n     5.12 Media Representative .............................................. 57\n     5.13 Waiver of Certain Claims .......................................... 57\n\n                                   ARTICLE VI\n\nOFFICERS .................................................................... 57\n     6.1  Designation Term; Qualifications .................................. 57\n     6.2  Chief Executive Officer ........................................... 58\n\n\n\n                                                                            Page\n                                                                            ----\n\n     6.3  Chief Financial Officer ........................................... 58\n     6.4  Vice President .................................................... 59\n     6.5  Secretary ......................................................... 59\n     6.6  Treasurer ......................................................... 59\n     6.7  Other Officers .................................................... 59\n     6.8  Removal and Resignation ........................................... 59\n     6.9  Vacancies ......................................................... 59\n     6.10 Duties ............................................................ 60\n\n                                   ARTICLE VII\n\nMEETINGS OF CLASS A MEMBERS ................................................. 60\n     7.1  Meetings of Class A Members ....................................... 60\n     7.2  Place of Meetings of Class A Members .............................. 60\n     7.3  Notice of Meetings of Class A Members ............................. 60\n     7.4  Fixing of Record Date ............................................. 60\n     7.5  Quorum ............................................................ 60\n     7.6  Methods of Voting; Proxies ........................................ 61\n     7.7  Conduct of Meetings ............................................... 61\n     7.8  Voting on Matters ................................................. 61\n     7.9  Registered Members ................................................ 61\n     7.10 Actions Without a Meeting ......................................... 62\n     7.11 Telephone and Similar Meetings .................................... 62\n\n                                  ARTICLE VIII\n\nCONTRIBUTIONS; CAPITAL ACCOUNTS ............................................. 62\n     8.1  Initial Contributions ............................................. 62\n     8.2  Additional Contributions .......................................... 63\n     8.3  Enforcement of Commitments ........................................ 63\n     8.4  Maintenance of Capital Accounts ................................... 64\n     8.5  No Obligation to Restore Deficit Balance .......................... 65\n     8.6  Withdrawal; Successors ............................................ 65\n     8.7  Interest .......................................................... 65\n     8.8  Investment of Capital Contributions ............................... 65\n     8.9  Advances to the Company ........................................... 65\n     8.10 Initial Public Offering ........................................... 65\n\n                                   ARTICLE IX\n\nALLOCATIONS AND DISTRIBUTIONS ............................................... 66\n     9.1  Profits and Losses ................................................ 66\n     9.2  Profits ........................................................... 66\n     9.3  Losses ............................................................ 67\n     9.4  Special Allocations ............................................... 67\n            (a) Qualified Income Offset ..................................... 67\n            (b) Gross Income Allocation ..................................... 67\n            (c) Curative Allocations ........................................ 67\n\n\n\n                                                                            Page\n                                                                            ----\n\n            (d) Elective Gross Allocations .................................. 68\n            (e) Subsequent Adjustments to Income ............................ 68\n     9.5  Other Allocation Rules ............................................ 68\n     9.6  Tax Allocations ................................................... 69\n            (a) General Rules ............................................... 69\n            (b) Mandatory Allocations Under Code Section 704(c) ............. 69\n            (c) Tax Allocations Binding ..................................... 70\n            (d) Contributions ............................................... 70\n     9.7  Distributions to Members .......................................... 70\n            (a) Amounts and Timing .......................................... 70\n            (b) Amounts Withheld ............................................ 71\n            (c) Draws for Payment of Estimated Taxes ........................ 71\n\n                                    ARTICLE X\n\nTAXES ....................................................................... 72\n     10.1 Tax Characterization .............................................. 72\n     10.2 Tax Matters Partner, Etc. ......................................... 72\n     10.3 Tax Returns ....................................................... 73\n     10.4 Section 83(b) Elections ........................................... 73\n\n                                   ARTICLE XI\n\nTRANSFER OF MEMBERSHIP INTEREST ............................................. 73\n     11.1 Compliance with Securities Laws ................................... 73\n     11.2 Transfer of Membership Interest ................................... 74\n     11.3 Obligations of a Withdrawing Member ............................... 75\n            (a) Generally ................................................... 75\n            (b) Non-Disclosure by a Withdrawing Member ...................... 75\n            (c) Survival .................................................... 75\n     11.4 Encumbrances ...................................................... 75\n     11.5 Effect of Unauthorized Transfer ................................... 75\n     11.6 Standstill Agreement .............................................. 76\n\n                                   ARTICLE XII\n\nDISSOLUTION ................................................................. 77\n     12.1 Events of Dissolution ............................................. 77\n     12.2 Liquidation and Distribution Following Dissolution ................ 78\n     12.3 Final Accounting .................................................. 79\n     12.4 Winding Up and Certificate of Dissolution ......................... 79\n     12.5 Use of the Company Name, Etc. Upon Dissolution, Winding Up and\n          Termination ....................................................... 79\n     12.6 Payments Upon Certain Dissolutions ................................ 80\n\n                                  ARTICLE XIII\n\n\n\n                                                                            Page\n                                                                            ----\n\n[RESERVED] .................................................................. 81\n\n                                   ARTICLE XIV\n\nINDEMNIFICATION OF MEMBERS, MANAGERS AND OFFICERS ........................... 81\n     14.1 Indemnification by a Class A Member ............................... 81\n     14.2 Indemnification by the Company .................................... 81\n     14.3 Survival; Limitations; Procedures ................................. 82\n     14.4 Third-Party Dealings With Members ................................. 83\n     14.5 Insurance ......................................................... 83\n            (a) Generally ................................................... 83\n            (b) Liability Insurance ......................................... 84\n     14.6 Report to Members ................................................. 84\n\n                                   ARTICLE XV\n\nCLOSING DELIVERIES .......................................................... 84\n     15.1 Closing Deliveries of Polo ........................................ 84\n     15.2 Closing Deliveries of the Original Media Members .................. 85\n\n                                   ARTICLE XVI\n\nMISCELLANEOUS ............................................................... 85\n     16.1 Notices ........................................................... 85\n     16.2 Public Announcements and Other Disclosure ......................... 86\n     16.3 Headings and Interpretation ....................................... 86\n     16.4 Entire Agreement .................................................. 86\n     16.5 Binding Agreement ................................................. 86\n     16.6 Saving Clause ..................................................... 86\n     16.7 Counterparts ...................................................... 87\n     16.8 Governing Law ..................................................... 87\n     16.9 No Membership Intended for Nontax Purposes ........................ 87\n     16.10  No Rights of Creditors and Third Parties under Agreement ........ 87\n     16.11  Amendment or Modification of Agreement .......................... 87\n     16.12  Specific Performance ............................................ 87\n     16.13  General Interpretive Principles ................................. 88\n     16.14  Consent to Jurisdiction ......................................... 88\n     16.15  Certain Obligations ............................................. 88\n\n\n\n                       SECOND AMENDED AND RESTATED LIMITED\n                           LIABILITY COMPANY AGREEMENT\n\n                                       of\n\n                             RALPH LAUREN MEDIA, LLC\n\n\n         THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT\n(this \"Agreement\") of Ralph Lauren Media, LLC, a Delaware limited liability\ncompany (the \"Company\"), dated as of May 18, 2000, by and among Polo Ralph\nLauren Corporation, a Delaware corporation (\"Polo\"), National Broadcasting\nCompany, Inc., a Delaware corporation (\"NBC\"), ValueVision International, Inc.\n(\"ValueVision\"), a Minnesota corporation, CNBC.com LLC, a Delaware limited\nliability company (\"CNBC.com\"), NBC Internet, Inc., a Delaware corporation\n(\"NBCi\" and together with NBC, CNBC.com and ValueVision, the \"Original Media\nMembers\"), and Jeffrey D. Morgan (\"JM\"). Certain capitalized terms used herein\nare defined in Article I of this Agreement and, if not otherwise defined herein,\nshall have the meanings ascribed to such terms in the Operating Agreement, dated\nas of February 7, 2000, by and among Polo, the Original Media Members and the\nCompany (the \"Operating Agreement\").\n\n         WHEREAS, Polo filed a Certificate of Formation on February 2, 2000 for\nthe Company on behalf of itself and the Original Media Members pursuant to the\nprovisions of the Act;\n\n         WHEREAS, a Limited Liability Agreement for the Company was duly adopted\nby Polo pursuant to and in accordance with the Act on February 2, 2000 (the\n\"Original Agreement\");\n\n         WHEREAS, the Original Agreement was amended and restated as of February\n7, 2000 by the Amended and Restated Limited Liability Company Agreement (the\n\"Existing Agreement\") of the Company to permit the admission of the Original\nMedia Members as Members;\n\n         WHEREAS, Polo and the Original Media Members wish to enter into this\nSecond Amended and Restated Limited Liability Company Agreement of the Company\nto permit the admission of JM as a Member and the issuance of Membership\nInterests to employees from time to time and to provide for certain rights and\nobligations of JM hereunder; and\n\n         WHEREAS, Polo, the Original Media Members and JM desire to set forth\ntheir respective rights and obligations as members of the Company and to provide\nfor the operation\n\n\n\nand governance of the Company.\n\n         NOW, THEREFORE, in consideration of the mutual promises and agreements\nherein made and intending to be legally bound hereby, the parties hereby agree\nto amend and restate the Existing Agreement in its entirety to read as follows:\n\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n         For purposes of this Agreement, unless the context clearly indicates\notherwise, the following terms shall have the following meanings:\n\n         \"Accessories\": Eyewear, jewelry, watches, leather goods, handbags,\n     luggage, golf bags, fragrances, skin care, cosmetics and other beauty\n     products and any other similar products, in each case that bear or are\n     otherwise marketed, advertised or promoted under any of the Polo and Ralph\n     Lauren Brands.\n\n         \"Act\": The Delaware Limited Liability Company Act, Title 6, Chapter 18,\n     Section 101 et seq. of the Delaware Code, and all amendments to the Act.\n\n         \"Additional Contribution\": An additional Capital Contribution (other\n     than a ValueVision Additional Contribution) payable by the Class A Members\n     to the Company pursuant to Article VIII.\n\n         \"Additional Contribution Share\": A Class A Member's proportionate share\n     of an Additional Contribution equal to the product of (i) such Class A\n     Member's Sharing Ratio and (ii) such Additional Contribution, or as\n     otherwise agreed by the Class A Members under Section 8.2.\n\n         \"Adjusted Capital Account Deficit\": With respect to any Member, the\n     deficit balance, if any, in such Member's Capital Account as of the end of\n     the relevant Fiscal Year, after giving effect to the following adjustments:\n\n                  (i credit to such Capital Account the minimum gain chargeback\n         that such Member is deemed to be obligated to restore pursuant to the\n         penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of\n         the Regulations; and\n\n                  (ii debit to such Capital Account the items described in\n         Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), and\n         1.704-l(b)(2)(ii)(d)(6) of the Regulations.\n\n\n\n         The foregoing definition of Adjusted Capital Account Deficit is\n     intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) of\n     the Regulations and shall be interpreted consistently therewith.\n\n         \"Advertising Agreement\": Advertising Agreement, dated as of February 7,\n     2000, by and between the Company and NBC.\n\n         \"Affiliate\": A Person that directly, or indirectly through one or more\n     intermediaries, controls, or is controlled by or under common control with,\n     the Person specified, for so long as such Person remains so associated to\n     the specified Person. Control means, with respect to a specified Person,\n     the possession, directly or indirectly, of the power to direct or cause the\n     direction of the affairs or management of a Person, whether through the\n     ownership of voting securities, by contract or otherwise.\n\n         \"Aggregate Contributions\": As defined in Section 12.6.\n\n         \"Agreement\": This Second Amended and Restated Limited Liability Company\n     Agreement, as the same may be amended, modified or otherwise supplemented\n     from time to time, all in accordance with this Agreement and the Act.\n\n         \"Ancillary Agreements\": License Agreement, Supply Agreement, Services\n     Agreement, Advertising Agreement, Promotion Agreement and Operating\n     Agreement.\n\n         \"Annual Advertising Obligation\": As defined in the Operating Agreement.\n\n          \"Apparel\": Clothing products, including, men's, women's, children's\n     apparel, swimwear, loungewear, intimate apparel, underwear, socks, hosiery,\n     sports specialty apparel, outerwear, footwear and all other items included\n     in International Trademark Class 25, in each case that bear or are\n     otherwise marketed, advertised or promoted under any of the Polo and Ralph\n     Lauren Brands.\n\n         \"Auditors\": As defined in Section 3.3.\n\n          \"Budget\": The capital and operating budgets of the Company for any\n     quarterly period or Fiscal Year, prepared by the management of the Company\n     and approved by the Management Committee in accordance with Section 5.4,\n     including all amendments, modifications and revisions thereto, as approved\n     in accordance with Section 5.4.\n\n         \"Business\": Any business that the Company operates in accordance with\nthe Business Purpose set forth in Section 2.8.\n\n\n\n         \"Business Day\": Any day other than Saturday, Sunday or any legal\n     holiday observed in the State of Delaware or New York.\n\n         \"Business Plan\": As defined in Section 5.4(a), including the Initial\n     Business Plan.\n\n         \"Business Purpose\": As defined in Section 2.8.\n\n         \"Capital Account\": The account maintained for a Member determined in\n     accordance with Article VIII.\n\n         \"Capital Contribution\": Any contribution of Property or services made\n     by or on behalf of a Class A Member in accordance with the terms of this\n     Agreement.\n\n         \"Catalog\": One or more direct marketing publications developed and\n     produced, or subcontracted to a third party, by the Company for the\n     promotion and sale of Polo Products under the Licensed Brands.\n\n         \"Cause\": As defined in the JM Employment Agreement.\n\n         \"CEO\": As defined in Section 6.1.\n\n         \"Certificate of Formation\": The Certificate of Formation of the\n     Company, as amended from time to time, and filed with the Secretary of\n     State of Delaware.\n\n         \"CFO\": As defined in Section 6.1.\n\n         \"Change of Control\": Either a Polo Change of Control or an NBC Change\n     of Control.\n\n         \"Class\": The classes into which the Membership Interests may be\n     classified or divided from time to time pursuant to the provisions of this\n     Agreement.\n\n         \"Class A Member\": Any Member holding Class A Membership Interests.\n\n         \"Class A Membership Interest\": Any Membership Interest classified as\n     such pursuant to the provisions of this Agreement.\n\n         \"Class B Member\": Any Member holding Class B Membership Interests.\n\n         \"Class B Membership Interest\": Any Membership Interest classified as\n     such pursuant to the provisions of this Agreement.\n\n\n\n         \"Class B Change of Control\": (1) The Initial Class A Members (and\/or\n     their Affiliates), individually and\/or in the aggregate, hold less than a\n     majority of the voting power of the Company's outstanding equity securities\n     and (2) any \"person\" or \"group\" (within the meaning of Section 13(d) or\n     14(d) of the Exchange Act or any successor thereto) (other than the Initial\n     Class A Members and\/or their Affiliates) holds equity securities of the\n     Company representing a greater percentage of the voting power of the\n     Company's outstanding equity securities than is held by the Initial Class A\n     Members and\/or their Affiliates, in the aggregate.\n\n         \"Class C Member\": Any Member holding Class C Membership Interests.\n\n         \"Class C Membership Interest\": Any Membership Interest classified as\n     such pursuant to the provisions of this Agreement.\n\n         \"Closing\": The initial transfer of the ValueVision Initial Capital\n     Contribution to the Company and the consummation of the other transactions\n     contemplated by the Existing Agreement and the Operating Agreement on the\n     Closing Date and the delivery of all certificates and other documents\n     necessary in connection therewith.\n\n         \"Closing Date\": The date on which the Existing Agreement and the\n     Ancillary Agreements were executed and delivered.\n\n         \"CNBC.com\": CNBC.com LLC, a Delaware limited liability company, and any\n     successor thereof.\n\n         \"Code\": The Internal Revenue Code of 1986, as amended from time to\n     time.\n\n         \"Collection Brands\": Purple Label, Black Label and Collection and other\n     similarly positioned premier, high-end, limited distribution Polo and Ralph\n     Lauren Brands that may be developed or acquired in the future.\n\n         \"Commitment\": The Capital Contributions that a Class A Member is\n     obligated to make, including the ValueVision Additional Contributions and\n     any Additional Contribution Share of a Class A Member.\n\n         \"Company\": Ralph Lauren Media, LLC, a limited liability company formed\n     under the laws of the State of Delaware, and any successor limited\n     liability company.\n\n         \"Company Assets\": Any rights or assets, whether tangible or intangible,\n     acquired by the Company pursuant to this Agreement or any Ancillary\n     Agreement, contributed by the Members in accordance with the terms of this\n     Agreement or any Ancillary Agreement\n\n\n\n     or otherwise acquired by the Company.\n\n         \"Company Customer Data\": As defined in Section 3.1(b).\n\n         \"Company Securities\": As defined in Section 3.5(d).\n\n         \"Continuing Member\": As defined in Section 11.2.\n\n         \"Cumulative Losses\": As defined in Section 12.6.\n\n         \"Damages\": As defined in Section 14.1.\n\n         \"Default Interest Rate\": The prime rate published by the Wall Street\n     Journal for the last Business Day on which a Commitment is payable.\n\n         \"Delinquent Member\": A Member who has failed to meet the Commitment of\n     that Member.\n\n         \"Demand Registrable Securities\": Any common stock held by a holder or\n     issuable to a holder upon the exchange of Class A Membership Interests\n     pursuant to Section 3.8, and any other securities which may be issued or\n     distributed in respect of such common stock by way of distribution,\n     recapitalization, reclassification or similar transaction.\n\n         \"Demand Registration\": As defined in Section 3.5.\n\n         \"Disability\": As defined in the JM Employment Agreement.\n\n         \"Disposition or Dispose\": Any sale, assignment, exchange, mortgage,\n     pledge, grant, hypothecation, lease or other transfer, absolute or as\n     security or encumbrance (including dispositions by operation of law).\n\n         \"Distribution\": A transfer of Property of the Company to a Member on\n     account of a Membership Interest as described in Article IX.\n\n         \"Distribution Interest\": As defined in Section 9.7(a)(iv).\n\n         \"Employee Member\": Any employee or former employee of the Company to\n     whom Class B Membership Interests or Class C Membership Interests are\n     allocated.\n\n         \"Exchange Act\": the Securities Exchange Act of 1934, as amended.\n\n\n\n         \"Existing Agreement\": As defined in the recitals.\n\n         \"Fair Market Value\":\n\n                  (i) Fair Market Value of a Membership Interest means, as of\n         any date (the \"Computation Date\"), the value of a Membership Interest\n         as mutually determined by the Media Representative and Polo, or if the\n         Media Representative and Polo cannot agree, then the Fair Market Value\n         of any Membership Interest shall be (A) determined by (x) calculating\n         the aggregate realizable value of all Membership Interests as of the\n         Computation Date (the \"Total Value\"), assuming a sale of the Company in\n         its entirety in a transaction or a series of related transactions to a\n         third party on an arm's length basis in a controlled auction process\n         designed to maximize membership value by attracting all possible\n         bidders and (y) dividing the Total Value by the Membership Interest\n         (the \"Auction Value FMV\") or (B) that which would be negotiated in an\n         arm's length transaction (effected as of the Computation Date) between\n         two willing parties after giving effect to any increased cost of\n         ValueVision's services as provided in Section 3.15(d) (the \"Private\n         Value FMV\"), as applicable. For all determinations of Fair Market\n         Value, the License Agreement and the Supply Agreement shall be deemed\n         to run for the remaining balance of their respective terms.\n\n                  (ii) If Polo and the Media Representative cannot agree on a\n         Fair Market Value of a Membership Interest as set forth in paragraph\n         (i) above within 30 days after the date of notice of the event giving\n         rise to such Fair Market Value determination, the Media Representative\n         and Polo shall each appoint a nationally recognized investment bank as\n         promptly as practicable and in any event within seven days following\n         the expiration of such 30-day period to determine the Fair Market Value\n         of such Membership Interest as of the Computation Date as promptly as\n         possible thereafter and in any event within 30 days of such\n         appointment. In the event that the higher of the two values determined\n         by the investment banks is equal to or less than 110% of the lower\n         value, then the Fair Market Value of such Membership Interest shall be\n         the average of the two. In the event that the higher value is greater\n         than 110% of the lower value, then the two investment banks shall\n         promptly appoint a third investment bank of nationally recognized\n         standing to determine the Fair Market Value of such Membership\n         Interest. The third investment bank shall have 30 days to render its\n         determination of the Fair Market Value and the average of the two\n         closest such determinations (of the three investment banks) shall be\n         the Fair Market Value of such Membership Interest. The third investment\n         bank will not be permitted to see or otherwise have access to, or be\n         informed of, the results of the determinations made by the first two\n         investment banks. Each investment bank engaged pursuant\n\n\n\n         to this clause (ii) shall promptly deliver to each of Polo and the\n         Media Representative a written notice in reasonable detail of its\n         determination of the Fair Market Value made pursuant to the foregoing.\n         In the event that the determination made by the third investment bank\n         is higher than the higher of the two previous determinations, the costs\n         of the third investment bank shall be borne by the Member whose\n         investment bank submitted the lower of the two previous determinations.\n         In the event that the determination made by the third investment bank\n         is lower than the lower of the two previous determinations, the costs\n         of the third investment bank shall be borne by the Member whose\n         investment bank submitted the higher of the two previous\n         determinations. Except as set forth in the two immediately preceding\n         sentences, each Member shall be responsible for the percentage\n         represented by such Member's Membership Interest of all costs incurred\n         in connection with the determination of the Fair Market Value set forth\n         herein.\n\n         \"Fair Value\": The amount that would be distributed to the Class B\n     Members or the Class C Members with respect to their Class B Membership\n     Interests or Class C Membership Interests, respectively, in accordance with\n     Article IX, in the event of a liquidation of the Company at the date of\n     determination based upon the value of the Company at such time. Such\n     valuation of the Company shall be determined by the Management Committee in\n     good faith using the following assumptions: (i) either (x) a sale of the\n     Company in its entirety in a transaction or series of transactions to a\n     third party on an arm's length basis in a controlled auction process\n     designed to maximize membership value by attracting all possible bidders or\n     (y) a negotiated arm's length transaction between two willing parties, in\n     either case after giving effect to any increased cost of ValueVision's\n     services as provided in Section 3.15(d), and (ii) the License Agreement and\n     the Supply Agreement shall be deemed to run for the remaining balance of\n     their respective terms; provided that if Fair Value is being determined for\n     purposes of JM's Class B Membership Interests, if JM disagrees with the\n     Management Committee's determination, he may require the Company to retain\n     an independent investment banker to determine the Fair Value. The Company\n     will bear the cost of such appraisal, unless the appraised value is 110% or\n     less than the Management Committee's determination of Fair Value, in which\n     case JM will bear the cost of such appraisal.\n\n         \"Family Controlled Entity\": (i) Any not-for-profit corporation if at\n     least a majority of its board of directors is composed of Ralph Lauren\n     Family Members; (ii) any other corporation if at least a majority of its\n     outstanding voting power is held by Ralph Lauren Family Members; (iii) any\n     partnership if at least a majority of the outstanding voting interest of\n     its partnership interests are owned by Ralph Lauren Family Members; and\n     (iv) any limited liability or similar company if at least a majority of the\n     outstanding voting interest of the company is owned by Ralph Lauren Family\n     Members.\n\n\n\n         \"Fiscal Quarter\": As defined in Section 3.2(c).\n\n         \"Fiscal Year\": As defined in Section 3.4.\n\n         \"GAAP\": As defined in Section 3.1(a).\n\n         \"Good Reason\": As defined in the JM Employment Agreement.\n\n         \"Governmental Authority\": Any nation or government, any state or other\n     political subdivision thereof, and any entity exercising executive,\n     legislative, judicial, regulatory or administrative functions of or\n     pertaining to government.\n\n         \"Holder Request\": As defined in Section 3.5(a).\n\n         \"Home Products\": Products to furnish and\/or decorate the home,\n     including bedding and bath products, interior decor\/furniture and tabletop\n     items, paints, wallpaper, fabrics, curtains, home fragrance products and\n     other decorative accessories, in each case bearing or otherwise marketed,\n     advertised or promoted under any of the Polo and Ralph Lauren Brands.\n\n         \"Indemnified Party\": As defined in Section 14.3(d).\n\n         \"Indemnifying Member\": As defined in Section 14.1.\n\n         \"Indemnitee\": As defined in Section 14.2.\n\n         \"Initial Business Plan\": The Business Plan to be agreed among the\n     parties hereto.\n\n         \"Initial Class A Members\": Polo and the Original Media Members.\n\n         \"Initial Membership Interest\": With respect to any Member, the Initial\n     Membership Interest of such Member set forth in Exhibit A.\n\n         \"Initial Public Offering\": The initial offer for sale of capital stock\n     of the Company pursuant to an effective registration statement filed under\n     the \"Securities Act,\" which results in an active trading market in such\n     shares of capital stock (it being understood that such an active trading\n     market shall be deemed to exist if, among other things, such shares are\n     listed on the New York Stock Exchange or the Nasdaq Stock Market, Inc.\n     National Market System or another national securities exchange). In\n     connection with an Initial Public Offering, the Members agree to take all\n     actions necessary and appropriate to convert the form of the Company to an\n     appropriate form\n\n\n\n     required for such purpose and make such other adjustments as are necessary\n     in connection therewith. \"JM\": As defined in the Preamble.\n\n         \"JM Employment Agreement\": Employment agreement, dated as of February\n     7, 2000, by and between JM and Polo, and assigned to, and assumed by the\n     Company.\n\n         \"JM Interests\": As defined in Section 4.3(a).\n\n         \"Lauren Family Trust\": includes trusts the primary beneficiaries of\n     which are Ralph Lauren, the spouse of Ralph Lauren, Lauren Descendants,\n     Ralph Lauren's siblings, spouses of Lauren Descendants and their respective\n     estates, guardians, conservators or committees and\/or charitable\n     organizations, provided that if the trust is a wholly charitable trust, at\n     least a majority of the trustees of such trust consists of Ralph Lauren,\n     the spouse of Ralph Lauren and\/or Ralph Lauren Family Member.\n\n         \"License Agreement\": License Agreement, dated as of February 7, 2000,\n     by and between Licensor and the Company.\n\n         \"Licensed Brands\": \"Polo by Ralph Lauren,\" \"Ralph (Polo Player Design)\n     Lauren,\" \"Polo,\" \"Ralph,\" \"Polo (Polo Player Design) Ralph Lauren,\" \"Ralph\n     Lauren,\" \"RLX,\" \"Polo Sport,\" \"Polo Jeans Co,\" \"Ralph Lauren Home\n     Collection,\" the Polo Player Design and such other trademarks which\n     Licensor licenses to the Company pursuant to the License Agreement. The\n     term \"Licensed Brands\" shall specifically exclude the mark \"Club Monaco.\"\n\n         \"Licensed Materials\": Any text, artwork, photographs, transfers,\n     transparencies, designs, graphic or pictorial or other similar material (i)\n     furnished to the Company by or on behalf of Licensor for use by the Company\n     in connection with any Catalog or the Site pursuant to the terms of this\n     Agreement, the Operating Agreement or the License Agreement or (ii) created\n     by or on behalf of the Company during the term of the License Agreement\n     specifically for use in connection with any Catalog or the Site in the\n     exercise of the Company's rights under the License Agreement, all of which\n     shall be owned exclusively by Licensor, except to the extent it contains\n     marks or materials owned or licensed by NBC or its Affiliates.\n\n         \"Licensor\": PRL USA Holdings, Inc.\n\n         \"Lien\": As defined in Section 11.4.\n\n\n\n         \"Liquidation Payment\": As defined in Section 12.6.\n\n         \"Litigation\": As defined in Section 5.3(xx).\n\n         \"Majority-Owned Affiliates\": With respect to any Person, means any\n     Affiliate of such Person with respect to which such Person owns at least a\n     majority of the total voting power. For the avoidance of doubt, NBCi shall\n     not be considered a Majority-Owned Affiliate of NBC except, for purposes of\n     Section 11.6 hereof only, in the event that NBC shall actually own a\n     majority of the outstanding voting stock of NBCi.\n\n         \"Management Committee\": As defined in Section 5.1.\n\n         \"Manager\": Any person appointed as a Manager of the Company by any\n     Class A Member as provided in Section 5.2(b), but does not include any\n     person who has ceased to be a Manager of the Company.\n\n         \"Marks\": As defined in the License Agreement.\n\n         \"Material Adverse Effect\": Any material adverse effect on (A) the\n     assets, business, results of operations or condition (financial or\n     otherwise) of the Company or (B) when used with respect to any Member or\n     the Company, the ability of such Member or the Company to perform its\n     obligations hereunder or under the Ancillary Agreements to which it is a\n     party.\n\n         \"Material Deadlock\": Failure by the Class A Members or the Management\n     Committee to reach agreement on any matter (i) that is of such magnitude\n     and is so fundamental to the Business and the Business Purpose that failure\n     to resolve such issue could reasonably be expected to have a Material\n     Adverse Effect, (ii) that is so fundamental to the business of Polo or any\n     Original Media Member that failure to resolve such issue could reasonably\n     be expected to have a material adverse effect on the assets, business,\n     results of operations or condition (financial or otherwise) of Polo or any\n     Original Media Member or (iii) which disagreement is of such a nature that\n     continuance of operation of the Company as a jointly owned entity by the\n     Class A Members would be unworkable as a result of the breakdown in the\n     communications and business relationship of the Class A Members. For the\n     avoidance of doubt, the Class A Members agree that a failure by the\n     Managers appointed by either Polo or the Media Members to approve an\n     Initial Public Offering, in accordance with Section 5.3(x), recommended in\n     good faith by either Polo or the Media Members, as the case may be, at any\n     time following the fifth anniversary of the Closing Date shall constitute a\n     Material Deadlock.\n\n         \"Material Deadlock Event\": As defined in Section 3.12(d).\n\n\n\n         \"Media Competitor\": Any media, telecommunications or Internet company\n     or similar company, or any Majority-Owned Affiliate thereof, a significant\n     business of which is any of the three primary businesses of NBC and its\n     Affiliates at the time of determination; provided, however, that Media\n     Competitor shall not include any Person identified by Polo in writing to\n     the Media Representative (a \"Request Notice\") that the Media Representative\n     does not identify as a Media Competitor in writing to Polo within thirty\n     (30) days of such Request Notice.\n\n         \"Media Manager\": Any Manager appointed by the Media Members in\n     accordance with Section 5.2(b).\n\n         \"Media Member IPO Right\": As defined in Section 3.16.\n\n         \"Media Members\": The Original Media Members and their transferees.\n\n         \"Media Members' Membership Interests\": As defined in Section 3.12(d).\n\n         \"Media Members Sale Notice\": As defined in Section 3.12(e)(i).\n\n         \"Media Members Sale Right\": As defined in Section 3.12(e).\n\n         \"Media Representative\": Initially NBC, or such other party as is\n     designated as representative by all of NBC, ValueVision, CNBC.com and NBCi\n     or their permitted transferees by written notice to Polo.\n\n         \"Member\": A Person executing this Agreement when acting in its capacity\n     as a member of the Company and any Person admitted as an additional or\n     substitute member of the Company pursuant to this Agreement.\n\n         \"Member Plans\": As defined in Section 4.2(f)(iii).\n\n         \"Membership Interest\": The interest of a Member in the Company,\n     including a Member's (i) right to receive allocations of Profit and Loss,\n     Distributions, returns of capital and distribution of assets upon a\n     dissolution of the Company, (ii) right, if any, to vote on, or to consent\n     to, or approve or disapprove, certain actions or decisions regarding the\n     Company as provided in this Agreement and the Operating Agreement or under\n     the Act and (iii) Initial Membership Interest.\n\n         \"NBC\": National Broadcasting Company, Inc., a Delaware corporation, and\n     any successor thereof.\n\n\n\n         \"NBC Change of Control\": The occurrence of any of the following: (a)\n     (i) the acquisition of ownership, directly or indirectly, beneficially or\n     of record, by any Person, of 25% or more of the voting equity or equity\n     value of NBC, and General Electric Company and its Affiliates own 25% or\n     less of the voting equity or equity value of NBC, as applicable, followed\n     within 180 days by (ii) an event or a series of events which results in\n     those officers of NBC which are actively involved in making decisions\n     regarding the Company and this Agreement (and the Operating Agreement),\n     including as of the date of this Agreement the Chief Executive Officer of\n     NBC, the President of NBC West Coast and the President of NBC Interactive\n     Business Development, who are Bob Wright, Scott Sassa and Martin Yudkovitz\n     (collectively the \"NBC Executives\"), respectively, as of the date of this\n     Agreement, or comparable positions at the relevant time, shall no longer be\n     employees of NBC and such persons shall be replaced by persons who were not\n     employees of NBC at least two months prior to the earlier of the entry into\n     an agreement with respect to, or consummation of, the transaction described\n     in clause (i) or (b) any sale, lease, exchange or transfer (in one\n     transaction or a series of related transactions) of control of, whether by\n     transfer of all or substantially all of the assets comprising, or\n     otherwise, the NBC Television Network other than in a Permitted NBC\n     Transfer.\n\n         \"NBC Change of Control Call\": As defined in Section 3.13(c).\n\n         \"NBCi\": NBC Internet, Inc., a Delaware corporation, and any successor\n     thereof.\n\n         \"NBC Properties\": The NBC Television Network, CNBC and NBC-owned and\n     operated television stations, and other NBC-owned properties as they emerge\n     in the future.\n\n         \"Nonrecourse Liability\": As defined in Section 1.704-2(b)(3) of the\n     Regulations.\n\n         \"Notice of Material Deadlock\": As defined in Section 3.12(d).\n\n         \"Officer\": As defined in Section 6.1.\n\n         \"Online\": Any electronic interactive service, system, network or medium\n     that is available via (a) public or private computer networks such as the\n     Internet (including the World Wide Web), (b) proprietary online services\n     such as America Online and Compuserve, (c) hybrid Internet services such as\n     WebTV and @Home, (d) interactive cable, satellite or broadcast television\n     and (e) any successor technology to any of the foregoing. \"Online\" does not\n     mean traditional person-to-person voice only telephone communications.\n\n         \"Online Identifier\": Any URL, keyword, logo or other identifier\n     selected by the Company, subject to the License Agreement, for identifying\n     Online the Company, the\n\n\n\n     Business or any of its services.\n\n         \"Operating Agreement\": As defined in the Preamble.\n\n         \"Operations Manual\": As defined in Section 5.4(c).\n\n         \"Organization\": A Person other than a natural person. The term\n     Organization includes corporations (both non-profit and other\n     corporations), partnerships (both limited and general), joint ventures,\n     limited liability companies, and unincorporated associations, but the term\n     does not include joint tenancies and tenancies by the entirety.\n\n         \"Original Agreement\": As defined in the recitals.\n\n         \"Original Media Members\": As defined in the Preamble.\n\n         \"Other Indemnified Persons\": As defined in Section 14.1.\n\n         \"Permitted NBC Transfer\": Any sale, lease, exchange or transfer (in one\n     transaction or a series of related transactions) of the NBC Television\n     Network in which (x) NBC's Membership Interest and all of NBC's rights and\n     obligations hereunder are transferred to the transferee in such transaction\n     and (y) any NBC Executive or other executive officer of NBC who was an\n     officer of NBC for at least two months prior to the public announcement or\n     execution of a definitive agreement regarding the transaction is employed\n     by the transferee following such transaction as Chief Executive Officer of\n     NBC, President of the NBC Television Network or in a similar (or higher)\n     capacity for a period of at least six months after the consummation of such\n     transaction.\n\n         \"Person\": Any natural person, corporation, partnership, joint venture,\n     trust, incorporated organization, limited liability company, other form of\n     business or legal entity or Governmental Authority.\n\n         \"Piggyback Registrable Securities\": Any common stock held by a holder\n     or issuable to a holder upon the exchange of Class A Membership Interests\n     or Class B Membership Interests (in the case of Class B Membership\n     Interests, only the portion that is not relinquished to the Company in\n     accordance with Section 2.13) pursuant to Section 3.8, and any other\n     securities which may be issued or distributed in respect of such common\n     stock by way of distribution, recapitalization, reorganization,\n     reclassification, share exchange or similar transaction; provided, however,\n     that with respect to Employee Members, only Vested Securities shall be\n     Piggyback Registrable Securities.\n\n         \"Polo\": Polo Ralph Lauren Corporation, a Delaware corporation, and any\n     successor thereof.\n\n\n\n         \"Polo and Ralph Lauren Brands\": (i) The Licensed Brands and Tradenames,\n     (ii) any brands that are owned or licensed by Polo or an Affiliate of Polo\n     or any other Person bound by the License Agreement on or after the date of\n     this Agreement that are (A) marketed, advertised or promoted under the Polo\n     or Ralph Lauren name or any part thereof or (B) related for purposes of\n     Polo's marketing, advertising or promotional strategies to the Polo or\n     Ralph Lauren names or any part thereof (including initials or any other\n     derivatives) or, as a result of Polo's marketing, advertising or\n     promotional strategies, are reasonably likely to be associated by customers\n     with the Polo and Ralph Lauren Brands and (iii) any other brands that may\n     from time to time be licensed to the Company pursuant to the License\n     Agreement. The term Polo and Ralph Lauren Brands shall specifically exclude\n     the trademark \"Club Monaco\" and shall include the trademarks \"Chaps,\"\n     \"Lauren\" and \"American Living.\"\n\n         \"Polo Buyout Right\": As defined in Section 3.14(a).\n\n         \"Polo Change of Control\": The occurrence of any of the following: (a)\n     there shall be consummated (i) any consolidation, merger, recapitalization\n     or other similar transaction involving Polo in which Polo is not the\n     continuing or surviving corporation, or pursuant to which the shares of\n     common stock or other equity securities of Polo (the \"Polo Equity\") would\n     be converted in whole or in part into cash, other securities or other\n     property, other than any such transaction in which (1) Ralph Lauren and his\n     estate, guardian, conservator or committee , (2) the spouse of Ralph Lauren\n     and her estate, guardian, conservator or committee, (3) each descendant of\n     Ralph Lauren and their respective estates, guardians, conservators or\n     committees (a \"Lauren Descendant\"), (4) each Family Controlled Entity and\n     (5) the trustees, in their respective capacities as such, of each Lauren\n     Family Trust (the \"Ralph Lauren Family Members\") beneficially hold at least\n     a majority of the voting equity of the continuing or surviving company\n     immediately after such transaction, (ii) any consolidation, merger,\n     recapitalization or other similar transaction in which Polo is the\n     continuing or surviving company, other than any such transaction in which\n     Ralph Lauren and\/or any Ralph Lauren Family Member beneficially holds at\n     least a majority of the voting equity of the continuing or surviving\n     company immediately after such transaction, or (iii) any sale, lease,\n     exchange or transfer (in one transaction or a series of related\n     transactions) of all or substantially all of the Licensed Brands or assets\n     of Polo; (b) any person, other than a Ralph Lauren Family Member, shall\n     become the beneficial owner (within the meaning of Rule 13d-3 under the\n     Exchange Act) of the Polo Equity representing 50% or more of the combined\n     voting equity of Polo as a result of a tender offer or exchange offer, open\n     market purchases, privately negotiated purchases or otherwise; (c) the\n     acquisition of ownership, directly or indirectly, beneficially or of\n     record, by any Media Competitor, of 25% or more of the voting equity of\n     Polo, and Ralph Lauren and\/or Ralph Lauren Family Members collectively own\n     25% or less of the voting equity of Polo; or (d) the acquisition of\n     ownership, directly or indirectly, beneficially or of record, by any Media\n     Competitor from Polo, of 10% or more of the total equity of Polo in a\n     negotiated transaction in which Polo has not offered NBC a right to acquire\n     such equity not less than 30 or more than 180 days prior to the acquisition\n     of\n\n\n\n     ownership on the same terms and conditions; provided, however, that any\n     transfer of Polo Equity that occurs by reason of the laws of inheritance or\n     through any bona fide testamentary or inter vivos device to a Ralph Lauren\n     Family Member shall not constitute a Polo Change of Control.\n\n         \"Polo Change of Control Sale\": As defined in Section 3.13(d).\n\n         \"Polo Deadlock Call\": As defined in Section 3.12(d).\n\n         \"Polo Manager\": The Manager appointed by Polo in accordance with\n     Section 5.2(b).\n\n         \"Polo Members\": Polo and its permitted transferees.\n\n         \"Polo Offer Notice\": As defined in Section 3.12(e)(ii).\n\n         \"Polo Products\": Apparel, Accessories and Home Products which are\n     manufactured by or under license from Polo, any Affiliate of Polo or any\n     other Person bound by the License Agreement or any combination of the\n     foregoing. The definition of Polo Products will be automatically amended to\n     include any additional products and services as may be determined in\n     accordance with Section 2.6(c) of the Operating Agreement.\n\n         \"Preservation Notice\": As defined in Section 3.14(b).\n\n         \"Principal Office\": The principal office of the Company as set forth in\n     Section 2.3.\n\n         \"Proceeding\": Any administrative, judicial, or other adversary\n     proceeding, including litigation, arbitration, administrative adjudication,\n     mediation, and appeal or review of any of the foregoing.\n\n         \"Profits or Losses\": For each Fiscal Year, an amount equal to the\n     Company's taxable income or loss for such Fiscal Year, determined in\n     accordance with Section 703(a) of the Code (for this purpose, all items of\n     income, gain, loss, or deduction required to be stated separately pursuant\n     to Section 703(a)(1) of the Code will be included in taxable income or\n     loss), with the following adjustments:\n\n\n\n                  (i Any income of the Company that is exempt from federal\n         income tax and not otherwise taken into account in computing Profits or\n         Losses pursuant to this definition will be added to such taxable income\n         or loss;\n\n                  (ii Any expenditures of the Company described in Section\n         705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code\n         expenditures pursuant to Section 1.704-l(b)(2)(iv)(i) of the\n         Regulations, and not otherwise taken into account in computing Profits\n         or Losses pursuant to this definition, will be subtracted from such\n         taxable income or loss;\n\n                  (iii Notwithstanding any other provisions of this definition,\n         any items which are specially allocated pursuant to paragraph 9.4 shall\n         not be taken into account in computing Profits or Losses.\n\n         \"Promotion Agreement\": Promotion Agreement, dated as of February 7,\n     2000, by and between the Company and NBCi.\n\n         \"Property\": Any property, real or personal, tangible or intangible,\n     including cash, and any legal or equitable interest in such property, but\n     excluding services and promises to perform services in the future.\n\n         \"Purchase Price Notice\": As defined in Section 3.14(b).\n\n         \"Qualified Buyer\": Any Person that satisfies as of the date of\n     determination each of the following requirements: (a) the stockholders'\n     equity or the market capitalization of such Person is or was, as of the end\n     of the most recently completed Fiscal Quarter of such Person prior to the\n     date of entering into any agreement for the transfer to such Person of any\n     interest in the Company in excess of U.S. $100 million or U.S. $1 billion,\n     respectively; (b) neither such Person nor any Affiliate of such Person has\n     been convicted within the prior five years of any criminal violation of law\n     in any country; (c) neither such Person nor any Subsidiary of such Person\n     directly or indirectly manages, operates, owns any equity interest in\n     excess of 10% in or has agreed to purchase a Person listed on Schedule 1;\n     (d) the admission of such Person as a Member or such Person being, acting\n     or otherwise exercising the rights of a Member will not have a Material\n     Adverse Effect on Polo or the Company, or make it illegal or impossible for\n     the Company or Polo to do business in any country where the Company or Polo\n     at that time does business; (e) there is not pending any material\n     litigation against such Person which would be reasonably expected to have a\n     material adverse effect on the assets, business, results of operations or\n     condition (financial or otherwise) of such Person; and (f) such Person is\n     not bankrupt, insolvent or in similar financial condition.\n\n         \"Quiet Period\": The period commencing on the date the Change of Control\n     notice\n\n\n\n     required by Section 3.13(a) is received and ending on the date that is 180\n     days thereafter.\n\n         \"Regulations\": The federal income tax regulations promulgated by the\n     United States Treasury Department under the Code as such Regulations may be\n     amended from time to time. All references herein to a specific section of\n     the Regulations will be deemed to also refer to any corresponding provision\n     of succeeding Regulations.\n\n         \"Regulatory Allocations\": As defined in Section 9.4(c).\n\n         \"Requesting Holder\": As defined in Section 3.5(a)(i).\n\n         \"ROFR Notice\": As defined in Section 3.12(e)(iii).\n\n         \"SEC\": The Securities and Exchange Commission.\n\n         \"SEC Reports\": As defined in Section 4.2(g).\n\n         \"Secretary\": As defined in Section 6.5.\n\n         \"Securities\": As defined in Section 11.6(a).\n\n         \"Securities Act\": Securities Act of 1933, as amended.\n\n         \"Services Agreement\": Services Agreement, dated as of February 7, 2000,\n     by and between the Company and ValueVision.\n\n         \"Sharing Ratio\": With respect to any Member, the Sharing Ratio of each\n     Member expressed as a pro rata portion of 100%, as set forth opposite each\n     Member's name on Exhibit A. Exhibit A will be amended from time to time in\n     accordance with this Agreement. In the event that a Membership Interest is\n     transferred in accordance with the terms of this Agreement, the transferee\n     will succeed to the Membership Interest and Sharing Ratio of the\n     Withdrawing Member.\n\n         \"Site\": With respect to the World Wide Web, the website and pages\n     developed, produced and maintained by, or at the direction of, the Company\n     located at or operated under the domain name Polo.com, ralphlauren.com or\n     any subdomains of either thereof, or any other domain names agreed by the\n     Class A Members, and successors or extensions thereof, or any comparable\n     area, site or pages designed to promote the Business in other Online media\n     or services.\n\n         \"Subsidiary\": Any corporation, partnership, limited liability company,\n     joint venture or other legal entity of which a Person (either alone,\n     through or together with any other Subsidiary) that owns or has the right\n     to acquire, directly or indirectly, more than\n\n\n\n     50% of the stock or other equity interests the holder of which is generally\n     entitled to vote for the election of the board of directors or other\n     governing body of such corporation or other legal entity.\n\n         \"Supply Agreement\": Supply Agreement, dated as of February 7, 2000, by\n     and between the Company and Polo.\n\n         \"Tax Matters Partner\": As defined in Section 10.2.\n\n         \"Territory\": As defined in the License Agreement.\n\n         \"Third Party Claim\": As defined in Section 14.3(d).\n\n         \"Tradename\": As defined in the License Agreement.\n\n         \"Transfer\": As defined in Section 11.2.\n\n         \"Treasurer\": As defined in Section 6.6.\n\n         \"United States\": The United States of America (including the District\n     of Columbia), its possessions and territories and other areas subject to\n     its jurisdiction (including the Commonwealth of Puerto Rico, the U.S.\n     Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana\n     Islands).\n\n         \"ValueVision\": ValueVision International, Inc., a Minnesota corporation\n     and any successor thereof.\n\n         \"ValueVision Additional Contributions\": As defined in Section 8.2(a).\n\n         \"ValueVision Commitment\": $50,000,000.\n\n         \"ValueVision Initial Capital Contribution\": As defined in Section\n     8.1(a).\n\n         \"Vested Securities\": (i) With respect to JM, at any given time, (A) if\n     JM is employed by the Company, 25% of JM's initial Class B Membership\n     Interests (or securities into which such initial Class B Membership\n     Interests were converted) for each anniversary of the Closing Date that has\n     passed, commencing on the first anniversary of the Closing Date and (B) if\n     JM is no longer employed by the Company, that portion of JM's outstanding\n     Class B Membership Interests (or securities into which such Class B\n     Membership Interests were converted) no longer subject to relinquishment\n     pursuant to Section 2.13 and (ii) with respect to other Employee Members,\n     as set forth in the subscription or other agreements pursuant to which such\n     Employee Members'\n\n\n\n     Membership Interests were issued.\n\n         \"Vice President\": As defined in Section 6.4.\n\n         \"Withdrawing Member\": As defined in Section 11.2.\n\n\n                                   ARTICLE II\n\n                              FORMATION AND CONDUCT\n\n         2.1 Formation and Purpose. The Members hereby authorize and ratify the\nformation of the Company as a Delaware limited liability company pursuant to the\nprovisions of the Act. The original Certificate of Formation was filed with the\nSecretary of State of the State of Delaware on February 2, 2000. On the Closing\nDate, the Original Media Members and Polo were admitted as Members. The purposes\nof the Company are to engage in the following activities:\n\n         (i) to conduct the Business;\n\n         (ii) to acquire, hold, own, operate, manage, finance, encumber, sell,\n     or otherwise Dispose of or otherwise use the Company Assets;\n\n         (iii) to enter into any lawful transaction and engage in any lawful\n     activities as may be necessary, incidental or convenient to carry out the\n     business of the Company as contemplated by this Agreement, the Ancillary\n     Agreements and the Business Purpose.\n\n         The Company may do any and all acts and things necessary, appropriate,\nproper, advisable, or convenient for the furtherance and accomplishment of the\npurposes of the Company, including to engage in any kind of activity and to\nenter into and perform obligations of any kind necessary to or in connection\nwith, or incidental to, the accomplishment of the purposes of the Company, so\nlong as such activities and obligations may be lawfully engaged in or performed\nby a limited liability company under the Act. In furtherance of its purposes,\nthe Company shall have and may exercise all of the powers now or hereafter\nconferred by Delaware law on limited liability companies formed under the Act.\n\n         2.2 Name. The name of the Company is \"Ralph Lauren Media, LLC\". All\nbusiness of the Company will be conducted under the name of the Company and\ntitle to all property, real, personal or mixed, owned by or leased to the\nCompany will be held in such name.\n\n         2.3 Principal Office and Place of Business. The principal office and\nplace of\n\n\n\nbusiness of the Company will be located at such place or places as Polo and the\nMedia Representative may from time to time designate by mutual agreement.\n\n         2.4 Term. The term of the Company commenced on the date the Certificate\nof Formation was filed with the Secretary of State of the State of Delaware in\naccordance with the Act and will continue until the Company is dissolved as\nprovided in Article XII.\n\n         2.5 Registered Office and Agent. The registered agent for the service\nof process and the registered office will be that Person and location reflected\nin the Certificate of Formation as filed in the office of the Secretary of State\nof the State of Delaware. At any time and from time to time the Company may\ndesignate another registered office or agent.\n\n         2.6 Qualification in Other Jurisdictions. The Company will be qualified\nor registered under foreign qualification or assumed or fictitious name statutes\nor similar laws in any jurisdiction in which the Company transacts business and\nin which such qualification or registration is determined by the Company to be\nnecessary or advisable.\n\n         2.7 No Liability to Third Parties. No Member, Manager or Officer,\nsolely by reason of being a Member or acting as a Manager or Officer, will be\nsubject to any liability in connection with the Company Assets, debts,\nobligations, liabilities, acts or affairs of the Company, including under any\nProceeding. The debts, obligations and liabilities of the Company, whether\narising in contract, tort or otherwise, will be solely the debts, obligations\nand liabilities of the Company.\n\n         2.8 Business Purpose. The Members hereby agree that the following\nstatement sets forth the purpose of the Company (the \"Business Purpose\"): (i)\nthe development of the Company into a world class direct marketer of Polo and\nRalph Lauren Brands; (ii) the establishment, articulation and definition of Polo\nand Ralph Lauren Brands' identity Online and, to the extent applicable, in the\nCatalog and the creation of an appropriate level of awareness for both; (iii)\nthe positioning of Online activities and the Catalog as integral components of\nnew and existing customers' shopping channels; (iv) providing consumer value\nthrough product sales, content and service to the same level that Polo delivers\nin free-standing retail stores, but with elimination or reduction of negative\naspects of shopping in a store; (v) providing format and content that promotes\n(1) the Business, (2) Polo's business generally with respect to the Licensed\nBrands, (3) Collection Brands and (4) in accordance with Section 2.3(a) of the\nOperating Agreement, any other Polo and Ralph Lauren Brands provided that such\npromotions are not materially competitive with the Business Online; (vi)\nfocusing on the customer and developing lasting one-to-one relationships; (vii)\nproviding an interactive shopping experience, comprised of different shopping\nmodes and customer rapport; (viii) the creation of a direct-to-customer upscale\nshopping environment Online, offering products and services at traditional\nretail prices, as distinguished from an outlet store or other price-driven\nshopping facility; (ix) providing entertaining and engaging experiences Online\nitself through means of experience-rich\n\n\n\npromotional events that are interwoven into the merchandising and product\npresentations; and (x) the development and promotion, as applicable, of new\nproducts and services under the Polo and Ralph Lauren Brands in accordance with\nSection 2.6 of the Operating Agreement.\n\n         2.9 Business Launch. The Members recognize the competitive imperative\nof launching the Business as promptly as practicable. Pursuant to a phased\nmarket entry outlined in the Initial Business Plan, the Members shall use all\ncommercially reasonable efforts to launch the Site no later than October 15,\n2000. With respect to a Catalog, if the Company does not launch, or sub-contract\nwith a third party to launch, a Catalog by January 1, 2003, Polo shall have the\nright to enter into arrangements with a third party to develop and promote a\nCatalog; provided, to the extent such failure to launch was not due to an action\non the part of the Media Members or the failure on the part of any Media Members\nto act and the terms of any such arrangement with a third party are materially\nmore favorable than those offered to the Company, Polo shall offer the Company\nthe opportunity to agree to launch the Catalog in a reasonable period of time on\nsuch terms and the Company shall have 60 days to advise Polo in writing that it\nagrees to all such terms.\n\n         2.10 Initial Activities. On the Closing Date, (i) Polo, the Original\nMedia Members and the Company entered into the Operating Agreement, (ii)\nLicensor and the Company entered into the License Agreement, (iii) ValueVision\nand the Company entered into the Services Agreement, (iv) Polo and the Company\nentered into the Supply Agreement, (v) NBC and the Company entered into the\nAdvertising Agreement and (vi) NBCi and the Company entered into the Promotion\nAgreement.\n\n         2.11 Membership Interests. (a) The Membership Interests shall initially\nbe divided into three Classes, \"Class A Membership Interests\", \"Class B\nMembership Interests\" and \"Class C Membership Interests\". Except as expressly\nprovided in this Agreement to the contrary, (i) any reference to \"Membership\nInterests\" shall include the Class A Membership Interests, Class B Membership\nInterests and Class C Membership Interests and (ii) any reference to \"Members\"\nshall include the Class A Members, the Class B Members and the Class C Members.\n\n         (b) Class A Membership Interests. As of the date of this Agreement,\nClass A Membership Interests are owned by the Class A Members as set forth on\nExhibit A.\n\n         (c) Class B Membership Interests and Class C Membership Interests. The\nClass B Membership Interests and the Class C Membership Interests shall be\nspecial Classes of Membership Interests in the Company representing only (i) the\nright to participate in allocations of Profits and Losses of the Company and to\nreceive Distributions from the Company in accordance with the terms of this\nAgreement and (ii) such other rights expressly provided to the Class B\nMembership Interests and the Class C Membership Interests under this Agreement.\nEach Class B Member and each Class C Member, by his execution of this Agreement\nor\n\n\n\nacceptance of the benefits of the Class B Membership Interests or Class C\nMembership Interests, as the case may be, hereby acknowledges and agrees that:\n\n         (x) Except as may be expressly provided in this Agreement, no Class B\n     Member and no Class C Member in their capacity as such shall have any right\n     to participate in the management of the business and affairs of the Company\n     or to vote on or approve of any matters requiring the consent or approval\n     of the Members, including any matter requiring the unanimous or other\n     consent of the Members or any class of Members under the Act;\n\n         (y) No Class B Member and no Class C Member shall have any right or any\n     obligation to make Capital Contributions to the Company:\n\n                  (i) At the date of this Agreement, JM will be issued Class B\n         Membership Interests with a Sharing Ratio as set forth on Exhibit A;\n\n                  (ii) After the date of this Agreement, Class C Membership\n         Interests may be issued by the Managers to key employees in accordance\n         with this Section 2.11; provided that upon any issuance of Class C\n         Membership Interests, (i) the Sharing Ratio of the Class B Members will\n         remain the same as the Class B Members prior to such issuance, (ii) the\n         Sharing Ratio of each Class C Member after the issuance will remain the\n         same as the Sharing Ratio of such Class C Member prior to such issuance\n         and (iii) the Sharing Ratio of the Class A Members shall be adjusted\n         accordingly. The Class C Membership Interests will be issued to key\n         employees pursuant to the terms and conditions of subscription\n         agreements and other agreements that are approved by the Management\n         Committee and such other terms and conditions as are established by the\n         Management Committee in consultation with the CEO;\n\n                  (iii) For the avoidance of doubt, under no circumstances will\n         the Managers issue any Class C Membership Interests that would result\n         in an aggregate Sharing Ratio of the Class B Members and the Class C\n         Members exceeding 10%; and\n\n         (z) No Class B Member and no Class C Member shall have any rights under\n     the Operating Agreement.\n\n         2.12 Admission of Additional Members. The Class A Members are\nauthorized to cause the Company to issue new Classes of Membership Interests at\nany time or from time to time to existing Members or to other Persons and to\nadmit such other Persons to the Company as additional Members subject to the\nterms and conditions of this Agreement. The Class A Members shall have complete\ndiscretion to determine, with respect to such new Classes, the designations,\npreferences and relative rights, powers and duties of such new Class including,\n\n\n\nwithout limitation: (i) the allocation of items of Company income, gain, loss,\ndeduction and credit to each such Class, (ii) the rights of each such Class upon\ndissolution and liquidation, (iii) the Distribution Interest of such class, (iv)\nthe terms and conditions upon which each such Class will be issued, subject to\nrepurchase, and assigned or transferred; and (v) the right of each such Class to\nvote on Company matters, including matters relating to the relative rights,\npreferences and privileges of each such Class. Upon or prior to the issuance of\nany Class, the Class A Members may amend any provision of this Agreement as the\nClass A Members determine to be necessary or appropriate in connection therewith\nin order to reflect the authorization and issuance of each such Class and the\nrelative rights and preferences as to the matters set forth herein, provided\nthat such amendment does not disproportionately reduce the rights of the Class B\nMembers or Class C Members hereunder in any material respect without consent\nfrom a majority of the holders of Membership Interests of each affected Class\n(it being understood that the creation of a new Class of Membership Interests in\nconnection with the funding by the Class A Members of Additional Contributions\nin accordance with Section 8.2(a) and the corresponding adjustment of the\nSharing Ratio or Distribution Interest of any Member shall not in and of itself\nconstitute an amendment giving rise to the rights of the Class B Members and\nClass C Members pursuant to this sentence).\n\n         2.13 Relinquishment of Class B Membership Interests and Class C\nMembership Interests. (a) The outstanding Class B Membership Interests will be\nrelinquished to the Company (i.e., automatically deemed to have been canceled\nand delivered to the Company without consideration) as follows: (i) if JM's\nemployment with the Company is terminated by the Company for Cause or if JM's\nemployment with the Company is terminated by JM without Good Reason prior to the\nfourth year anniversary of the Closing Date, then the following percentage of\nthe outstanding Class B Membership Interests will be relinquished to the Company\neffective as of such termination: (1) if termination occurs prior to the\none-year anniversary of the Closing Date, 100%; (2) if termination occurs on or\nafter the one-year anniversary of the Closing Date but prior to the two-year\nanniversary of the Closing Date, 75%; (3) if termination occurs on or after the\ntwo-year anniversary of the Closing Date but prior to the three-year anniversary\nof the Closing Date, 50%; and (4) if termination occurs on or after the\nthree-year anniversary of the Closing Date but prior to the four-year\nanniversary of the Closing Date, 25%, (ii) if JM's employment is terminated by\nthe Company without Cause for reasons related to JM's performance prior to the\ndate the Site is established and operative in all material respects for public\nuse, the Class B Membership Interests shall be relinquished to the Company in\naccordance with the formula contained in clause (i) above effective as of the\ndate of termination of JM's employment, provided, that the amount of the Class B\nMembership Interests to be relinquished to the Company pursuant to this clause\n(ii) will be calculated as if JM's date of termination of employment with the\nCompany is the one (1) year anniversary of JM's termination of employment with\nthe Company, and (iii) in the event of JM's death or Disability prior to the\nfourth anniversary of the Closing Date, the Class B Membership Interests shall\nbe relinquished to the Company in accordance with the formula contained in\nclause (i) above effective as of the\n\n\n\ndate of termination of JM's employment due to death or Disability, provided,\nthat the amount of the Class B Membership Interests to be relinquished to the\nCompany pursuant to this clause (iii) will be calculated as if JM's date of\ntermination of employment with the Company is the one (1) year anniversary of\nJM's termination of employment with the Company due to such death or Disability\n(e.g., if such termination due to death or Disability occurs eighteen (18)\nmonths after the Closing Date, the termination will be deemed to occur thirty\n(30) months after the Closing Date and fifty percent (50%) of the aggregate\namount of Class B Membership Interests would be relinquished to the Company).\n\n         (b) The Class C Membership Interests will be subject to relinquishment\nas set forth in the subscription or other agreements pursuant to which such\nClass C Membership Interests will be issued.\n\n         (c) Effective upon the occurrence of any event resulting in the\nrelinquishment to the Company or upon the repurchase by the Company pursuant to\nSection 2.14 of any of the Class B Membership Interests or Class C Membership\nInterests, (i) such relinquished or repurchased Membership Interests shall, for\nall purposes of this Agreement, be canceled and no longer be considered\noutstanding and shall no longer be entitled to receive any distributions\npursuant to Section 9.7 and 12.2 hereof or have any rights hereunder and (ii)\nthe Sharing Ratio of such Class B Member or Class C Member as set forth on\nExhibit A or otherwise in the applicable subscription or other agreements,\nrespectively, shall be reduced by the percentage amount of such Class B\nMembership Interests relinquished or repurchased or Class C Membership Interests\nrelinquished or repurchased, as the case may be, and the Sharing Ratio of the\nClass A Members shall increase proportionately to the extent such relinquished\nor repurchased Class B Membership Interests or Class C Membership Interests, as\nthe case may be, are not granted to another Person.\n\n         2.14 Redemption of Class B Membership Interests and Class C Membership\nInterests. (a) If an Employee Member's employment with the Company is\nvoluntarily or involuntarily terminated for any reason whatsoever, then the\nCompany shall have an option to purchase all of the Class B Membership Interests\nor Class C Membership Interests, as the case may be, that are not relinquished\nto the Company. In addition, in the event of a Class B Change of Control, all of\nthe Class B Membership Interests that have not been previously relinquished to\nthe Company shall be redeemed by the Company. The purchase price for such Class\nB Membership Interests or Class C Membership Interests, as the case may be,\nwhether upon a Class B Change of Control or a termination of employment, will be\ntheir Fair Value. The Company may make payment of the purchase price in cash or\npublicly traded securities of the Company or its Affiliates, if any, or, at the\noption of any Class A Members, in publicly traded securities of such Class A\nMembers of the Company or any combination thereof. The option of the Company\nunder this Section (and in the case of a Class B Change of Control, the\nobligation of the Company) may be assigned by it to any Person or Persons as\nlong as such Person or\n\n\n\nPersons make payment of the purchase price solely in cash and\/or publicly traded\nsecurities of the Initial Class A Members or their Affiliates.\n\n         (b) The completion of the purchases pursuant to the foregoing paragraph\n(a) shall take place at the principal office of the Company on the sixtieth\n(60th) day after the giving of the notice of Class B Change of Control or the\nnotice of the Company's election to repurchase the Class B Interests or Class C\nInterests, as the case may be.\n\n         (c) Notwithstanding any of the foregoing, the provisions of this\nSection 2.14 shall terminate upon the consummation of an Initial Public\nOffering.\n\n         2.15 [Reserved]\n\n         2.16 Employment by the Company. Nothing contained in this Agreement (i)\nobligates the Company to employ JM or any other Member in any capacity\nwhatsoever or (ii) prohibits or restricts the Company from terminating the\nemployment of JM or any other Member at any time or for any reason whatsoever.\n\n         2.17 \"Drag-Along\" Rights Against Class B Members and Class C Members.\nIn the event that any or all of the Initial Class A Members propose to transfer,\nin any single or series of related transactions, twenty percent (20%) or more of\nthe aggregate Class A Membership Interests then owned by all the Initial Class A\nMembers other than to one or more of their respective Affiliates or to other\nMembers and their Affiliates, the Initial Class A Member(s) will have the right,\nexercisable upon not less than fifteen (15) days' prior written notice from such\nInitial Class A Member(s), to require that the Class B Members and Class C\nMembers transfer their Class B Membership Interests and Class C Membership\nInterests, respectively, owned by such Class B Members and Class C Members on\nthe same terms and conditions as the transfer of Class A Membership Interests\nproposed to be made by the Initial Class A Members. Such terms and conditions\nshall include, without limitation: the sales price paid; the payment of fees,\ncommissions and expenses; the provision of representations, warranties and\nindemnifications; provided that any indemnification provided by the Class B\nMembers or the Class C Members, as the case may be, shall (except with respect\nto legal title to the relevant securities) be pro rata in proportion with the\ntotal consideration to be received by the Class B Members or the Class C\nMembers, as the case may be, relative to the total consideration to be received\nby the Initial Class A Members. The number of Class B Membership Interests and\nClass C Membership Interests to be sold by each Class B Member and Class C\nMember, respectively, shall be a percentage of the aggregate Class B Membership\nInterests and Class C Membership Interests owned by such Class B Member and\nClass C Member, respectively, that is equal to the percentage of the aggregate\nClass A Membership Interests owned by the Initial Class A Members that are being\ntransferred, and such Class B Membership Interests and Class C Membership\nInterests shall be converted into Class A Membership Interests based upon the\nFair Value of Class B Membership Interests and Class C Membership Interests at\nsuch time, as determined in good faith by the Management\n\n\n\nCommittee; provided that such Class B Members and Class C Members will be\nobligated to sell their Vested Securities on a first priority basis prior to\nselling any remaining Class B Membership Interests or Class C Membership\nInterests. Each of the Class B Members and the Class C Members will, if\nrequested by the transferring Initial Class A Member, execute and deliver a\npower of attorney in form and substance reasonably satisfactory to such Initial\nClass A Member and a custody agreement in form and substance reasonably\nsatisfactory to and signed by the Initial Class A Member with respect to the\nClass B Membership Interests and Class C Membership Interests which are to be\nsold by such Class B Members and Class C Members, respectively. Notwithstanding\nany of the foregoing, the provisions of this Section 2.17 shall terminate upon\nthe consummation of an Initial Public Offering.\n\n         2.18 \"Tag-Along\" Rights of Class B Members and Class C Members. (a) In\nthe event that any or all of the Initial Class A Members propose to transfer, in\nany single or series of related transactions, twenty percent (20%) or more of\nthe aggregate Class A Membership Interests then owned by all the Initial Class A\nMembers other than to one or more of their respective Affiliates or to other\nMembers and their Affiliates, and other than in an Initial Public Offering, the\nInitial Class A Member(s) will notify the Class B Members and the Class C\nMembers in writing (a \"Transfer Notice\") of such proposed sale (a \"Proposed\nSale\") and the material terms of the Proposed Sale as of the date of the\nTransfer Notice (the \"Material Terms\"). The Transfer Notice will be delivered to\nthe Class B Members and the Class C Members not less than fifteen (15) days\nprior to the consummation of the Proposed Sale and not more than five (5) days\nafter the execution of the definitive agreement relating to the Proposed Sale,\nif any (the \"Sale Agreement\"). If within ten (10) days of receipt by the Class B\nMembers and the Class C Members of such Notice, the Initial Class A Members\nreceive from any Class B Members or the Class C Members a written request (a\n\"Request\") to include in the Proposed Sale any Class B Membership Interests or\nthe Class C Membership Interests, as the case may be, which are Vested\nSecurities owned by such Class B Members or the Class C Members, respectively\n(which Request shall be irrevocable unless (a) there shall be a material adverse\nchange in the Material Terms or (b) if otherwise mutually agreed to in writing\nby the Initial Class A Members and the Class B Members or the Class C Members,\nas the case may be), the Class B Membership Interests or the Class C Membership\nInterests, as the case may be, so requested will be so included as provided\nherein. In the event that the Initial Class A Members sell their Class A\nMembership Interests in related transactions with materially different terms,\nsuch transactions shall each be deemed a separate Proposed Sale.\n\n         (b) Except as may otherwise be provided herein, the Class B Members'\nClass B Membership Interests or the Class C Members' Class C Membership\nInterests, as the case may be, which are Vested Securities, subject to a Request\nwill be included in a Proposed Sale pursuant hereto and in any agreements with\npurchasers relating thereto on the same terms and subject to the same conditions\napplicable to the Class A Membership Interests which the Initial Class A Members\npropose to sell in the Proposed Sale. Such terms and conditions shall include,\n\n\n\nwithout limitation: the sales price; the payment of fees, commissions and\nexpenses; the provision of representations, warranties and indemnifications;\nprovided that any indemnification provided by the Class B Members or the Class C\nMembers, as the case may be, shall (except with respect to legal title to the\nrelevant securities) be pro rata in proportion with the total consideration to\nbe received by the Class B Members or the Class C Members, as the case may be,\nrelative to the total consideration to be received by the Initial Class A\nMembers.\n\n         (c) The percentage of Class B Membership Interests or Class C\nMembership Interests, as the case may be, which are Vested Securities, which\neach Class B Member or Class C Member, respectively, will be permitted to\ninclude in a Proposed Sale pursuant to a Request will be any amount of Class B\nMembership Interests or Class C Membership Interests, as the case may be, which\nare Vested Securities, owned by such Class B Member or Class C Member,\nrespectively (allocated as provided below), not to exceed a percentage of the\naggregate Class B Membership Interests or Class C Membership Interests, as the\ncase may be, which are Vested Securities, owned by such Class B Member or Class\nC Member, respectively, that is equal to the percentage of the aggregate Class A\nMembership Interests owned by the Initial Class A Members that are being\ntransferred in the transaction subject to such Transfer Notice; provided that if\na proposed transferee in a Proposed Sale advises the Initial Class A Members\nthat it wants to limit the number of Membership Interests that it purchases to\nan amount less than all of the Class A Membership Interests, Class B Membership\nInterests or Class C Membership Interests, as the case may be, that would be\navailable for purchase under this Section 2.18, the Initial Class A Members will\nso advise each Class B Member or Class C Member, as the case may be, and the\namount of Class A Membership Interests, Class B Membership Interests or Class C\nMembership Interests, as the case may be, to be included in such Proposed Sale,\nshall be determined pro rata in proportion to the total number of Class A\nMembership Interests, Class B Membership Interests or Class C Membership\nInterests, as the case may be, held by each Class A Member, Class B Member and\nClass C Member and sought to be included in such sale, in order to meet such\nlimitation. Such Class B Membership Interests or Class C Membership Interests,\nas the case may be, shall be converted into Class A Membership Interests based\nupon the Fair Value of Class B Membership Interests or Class C Membership\nInterests, as the case may be, at such time, as determined in good faith by the\nManagement Committee.\n\n         (d) Upon delivering a Request, each Class B Member or Class C Member,\nas the case may be, will, if requested by any Initial Class A Member, execute\nand deliver a custody agreement and power of attorney in form and substance\nsatisfactory to the Initial Class A Member with respect to such Class B Member's\nor Class C Member's Class B Membership Interests or Class C Membership\nInterests, respectively, which are to be sold by such Class B Member or Class C\nMember, as the case may be, pursuant hereto. Such custody agreement and power of\nattorney will provide, among other things, that such Class B Member or Class C\nMember, as the case may be, will deliver to and deposit in custody with the\ncustodian and attorney-in-fact named therein a certificate or certificates\nrepresenting such Class B Membership Interests or Class C Membership Interests,\nrespectively (duly endorsed in blank by the registered\n\n\n\nowner or owners thereof), and irrevocably appoint such custodian and\nattorney-in-fact as his agent and attorney-in-fact with full power and authority\nto act under such custody agreement and Power of Attorney on his behalf with\nrespect to the matters specified therein.\n\n         (e) The Class B Members' or the Class C Members' rights, as the case\nmay be, pursuant hereto to participate in a Proposed Sale shall be contingent on\ntheir strict compliance with each of the provisions hereof and their willingness\nto execute such documents in connection therewith as may be reasonably requested\nby the Initial Class A Members.\n\n         (f) Notwithstanding any of the foregoing, the provisions of this\nSection 2.18 shall terminate upon the consummation of an Initial Public\nOffering.\n\n         2.19 Authorization of Actions Taken by the Company.\n\n         (a) Ancillary Agreements. The Members hereby ratify, confirm, authorize\nand approve the execution and delivery by any officer or other Person duly\nauthorized by the Company, including Polo, on behalf of the Company of the\nAncillary Agreements and the execution and delivery of such other instruments,\nagreements, assignments, certificates or other documents as any such officer or\nother Person deems necessary or appropriate in connection therewith.\n\n         (b) Formation. The Members hereby ratify, confirm, authorize and\napprove the formation of the Company and the contemporaneous filing of the\nCertificate of Formation of the Company with the Delaware Secretary of State.\nThe Members hereby ratify the designation of Polo as an authorized person,\nwithin the meaning of the Act, to execute, deliver and file the Certificate of\nFormation and any amendments and\/or restatements of the Certificate of Formation\nand any other certificates necessary for the Company to qualify to do business\nin a jurisdiction in which the Company may wish to conduct business. The\nexecution by Polo alone of any of the foregoing certificates (and any amendments\nand\/or restatements thereof) shall be sufficient.\n\n         (c) Bank Accounts. The Members hereby ratify, confirm, authorize and\napprove the opening of whatever bank accounts shall be deemed necessary by Polo\nfor the expeditious conduct of the Company's affairs by Polo or any officer on\nbehalf of the Company in the name of the Company with such financial\ninstitutions selected by Polo or any such officers from time to time, and the\nadoption of any and all resolutions required to be adopted by any such financial\ninstitution as a condition to the opening of such accounts are hereby ratified,\nconfirmed, authorized and approved. Any and all actions described in this\nSection 2.19 heretofore taken by Polo on behalf of the Company or by the\nCompany's officers and agents on behalf of the Company are approved, ratified\nand confirmed as the acts of the Company without the necessity of further\nevidence.\n\n\n\n                                   ARTICLE III\n\n                                   OPERATIONS\n\n         3.1 Books and Records.\n\n         (a) Books and Accounts. The Company will keep, or cause to be kept,\naccurate, full and complete books and accounts showing assets, liabilities,\nincome, operations, transactions and the financial condition of the Company. The\nbooks, accounts and records of the Company at all times will be maintained at\nthe Company's principal office. Such books and accounts will be prepared in\naccordance with generally accepted accounting principles in effect in the United\nStates at the time of preparation of such books and accounts, consistently\napplied (\"GAAP\"). Any Class A Member or its designee and any Manager will have\naccess to the physical premises, the operations, the books, accounts and records\nof the Company at any time during regular business hours and will have the right\nto copy any records at its expense. No charges will be made to such Class A\nMember, its designee or Manager by the Company for such inspection and audit\nother than for out-of-pocket costs of the Company occasioned thereby. The\nCompany will maintain all such records for a period of three years from the date\nof the making or receipt thereof, except for those records, if any, required to\nbe kept for a longer period under applicable law or which a Class A Member\nreasonably requests be maintained for a longer period.\n\n         (b) Other Records. The Company will provide, or will cause to be\nprovided, to the Class A Members real time access to all sales, inventory and\noperational data relating to the Business, any and all information relating to\ncustomers and potential customers of the Business or otherwise relating to\nOnline or Catalog marketing and sales activities of the Company, including data\nrelating to the volume of traffic generated by the Site, the persons visiting\nthe Site, the length of time spent at the Site, inventory control, sales\nrecords, history of inventory as well as individual categories of inventory and\nsuch other related information that is or may become available (collectively,\nthe \"Company Customer Data\"), provided that the use and disclosure of such\nCompany Customer Data shall be subject to the confidentiality and use\nrestrictions set forth in the Operating Agreement.\n\n         3.2 Financial Statements; Information; Bank Accounts.\n\n         (a) Preparation in Accordance with GAAP. All financial statements\nprepared pursuant to this Section 3.2 will present fairly the financial position\nand operating results of the Company and will be prepared in accordance with\nGAAP.\n\n         (b) Monthly Reports. Within 15 Business Days after the end of each\ncalendar month during the term of this Agreement, commencing with the first\ncalendar month after the date of this Agreement, the Company shall prepare and\nsubmit or cause to be prepared and\n\n\n\nsubmitted to the Class A Members and the Management Committee an unaudited\nstatement of profit and loss of the Company for such month, an unaudited balance\nsheet of the Company dated as of the end of such calendar month and an unaudited\nstatement of cash flows for the Company for such calendar month, in each case,\ncertified by the CFO as true and correct and prepared in accordance with GAAP\nconsistently applied.\n\n         (c) Quarterly Report. Within 15 days after the end of each quarterly\nperiod (the \"Fiscal Quarter\") of each Fiscal Year, commencing with the first\nFiscal Quarter after the date of this Agreement, the Company shall prepare and\nsubmit or cause to be prepared and submitted to the Class A Members and the\nManagement Committee an unaudited statement of profit and loss for the Company\nfor such Fiscal Quarter, an unaudited balance sheet of the Company dated as of\nthe end of such Fiscal Quarter, and an unaudited statement of cash flows for the\nCompany for such Fiscal Quarter, in each case, certified by the CFO as true and\ncorrect and prepared in accordance with GAAP consistently applied.\n\n         (d) Annual Reports. Within 30 days after the end of each Fiscal Year\nduring the term of this Agreement, the Company shall prepare and submit or cause\nto be prepared and submitted to the Class A Members and the Management Committee\n(i) the following audited statements: a balance sheet, together with a statement\nof profit and loss, a statement of cash flows for the Company during such Fiscal\nYear, a statement of any amounts contributed and\/or distributed to the Class A\nMembers during such Fiscal Year and a statement of Class A Members' equity, in\neach case, prepared in accordance with GAAP consistently applied and (ii) a\nreport of the activities of the Company during the Fiscal Year.\n\n         (e) Other Reports. Subject to the confidentiality and use restrictions\nset forth in the Operating Agreement and elsewhere herein, the Company shall\nprovide to each Class A Member and the Management Committee such other reports\nand information concerning the business and affairs of the Company as may be\nrequired by the Act or by any other law or regulation of any regulatory body\napplicable to the Company and such other information as may be reasonably\nrequested by any Class A Member, it being understood that any information\nprovided to any Class A Member in accordance with this Section 3.2(e) shall be\nsimultaneously provided to the other Class A Members. Any Class A Member\nrequesting additional reports or information in accordance with this Section\n3.2(e) not otherwise contemplated by this Agreement or the Operating Agreement\nshall be required to reimburse the Company for any out-of-pocket costs\nassociated with producing such additional reports or providing such additional\ninformation. Any such information may be used only by such Class A Member and\nits Majority-Owned Affiliates in the ordinary course of its own business and in\nconnection with its investment in the Company.\n\n         (f) Bank Accounts. All funds of the Company will be deposited in the\nCompany's name in such checking and savings accounts, time deposits,\ncertificates of deposit or other accounts at the banks designated by the CEO\nfrom time to time, and the CEO will arrange\n\n\n\nfor the appropriate conduct of such account or accounts.\n\n         3.3 Auditors. The Company's independent public accountants and auditors\nwill be Deloitte &amp; Touche LLP or such other nationally recognized accounting\nfirm as Polo and the Media Representative may approve from time to time (the\n\"Auditors\"). The Auditors will initially be appointed pursuant to an engagement\nletter between the Company and the Auditors approved by both Polo and the Media\nRepresentative, which letter will provide that (i) a copy of any Management or\nAccounting Control Letters of Recommendation or Comment from the Auditors to the\nCompany will be delivered to the Class A Members approximately contemporaneously\nwith delivery thereof to the Company, and (ii) the Auditors and their work\npapers will be available to any Class A Member at reasonable times and upon\nreasonable advance notice to the Auditors and the Company.\n\n         3.4 Fiscal Year. The fiscal year of the Company for financial,\naccounting and Federal, state and local income tax purposes initially will be\nthe calendar year (the \"Fiscal Year\"). Upon the consent of Polo and the Media\nRepresentative as provided in Section 5.3, the beginning and ending dates of the\nFiscal Year may be changed.\n\n         3.5 Demand Registration.\n\n         (a) Subject to the conditions and limitations hereinafter set forth in\nthis Section 3.5, at any time and from time to time after the effectuation of an\nInitial Public Offering by the Company or in accordance with and as required by\nSection 3.16, either the Media Representative or Polo may request in writing\nthat the Company effect the registration under the Securities Act of all or part\nof Polo's or the Media Members', as the case may be, Demand Registrable\nSecurities specifying in the request the number and type of Demand Registrable\nSecurities to be registered by each such requesting holder and the intended\nmethod of disposition thereof (such notice is hereinafter referred to as a\n\"Holder Request\"). Registrations requested pursuant to this Section 3.5 are\ncollectively referred to herein as \"Demand Registrations.\" Upon receipt of such\nHolder Request, the Company will, within 10 days, give written notice of such\nrequested Demand Registration to all other holders of Demand Registrable\nSecurities, including Polo or the Media Representative, which other holders\nshall have the right (subject to the limitations set forth in subsection (f) of\nthis Section 3.5) to include the Demand Registrable Securities held by them in\nsuch registration and thereupon the Company will, as expeditiously as possible\nand subject to the terms of this Agreement, use its best efforts to effect the\nregistration under the Securities Act of the following:\n\n         (i) the Demand Registrable Securities that the Company has been so\n     requested to register by the holder that submitted the Holder Request (the\n     \"Requesting Holder\"); and\n\n         (ii) all other Demand Registrable Securities that the Company has been\n\n\n\n     requested to register by any other holder thereof by written request given\n     to the Company within 30 calendar days after the giving of such written\n     notice by the Company (which request shall specify the intended method of\n     disposition of such Demand Registrable Securities), all to the extent\n     necessary to permit the disposition (in accordance with the intended\n     methods thereof as aforesaid) of the Demand Registrable Securities so to be\n     registered.\n\n         (b) Subject to the provision set forth in subsection (f) of this\nSection 3.5, (i) the Company shall not be obligated to effect more than (A) four\n(4) Demand Registrations (of which no more than two may be shelf registrations)\npursuant to this Section 3.5 at the request of the Media Representative and (B)\nfour (4) Demand Registrations (of which no more than two may be shelf\nregistrations) pursuant to this Section 3.5 at the request of Polo, and (ii) the\nCompany shall not be obligated to file a registration statement under Section\n3.5(a) unless the Company shall have received requests for such registration\nwith respect to at least 5% of the fully diluted equity of the Company at such\ntime or shares having a market value of at least $50 million.\n\n         (c) The Company shall not be obligated to file a registration statement\nrelating to any Holder Request under Section 3.5(a) within a period of one year\nafter the effective date of any registration statement relating to any previous\nDemand Registration or an Initial Public Offering.\n\n         (d) In connection with any offering pursuant to this Section 3.5, the\nonly shares that may be included in such offering are (i) Demand Registrable\nSecurities, (ii) shares of authorized but unissued equity that the Company\nelects to include in such offering (\"Company Securities\"), and (iii) Piggyback\nRegistrable Securities eligible to be included in such offering.\n\n         (e) If the Company or Polo reasonably determines that (i) the filing of\na registration statement or the compliance by the Company with its disclosure\nobligations in connection with a registration statement would require the\ndisclosure of material information regarding the Company or Polo, as the case\nmay be, that the Company or Polo, as the case may be, has a bona fide business\npurpose for preserving as confidential or (ii) such registration would be likely\nto have an adverse effect on any proposal or plan by the Company or Polo, as the\ncase may be, to engage in any financing transaction, acquisition of assets\n(other than in the ordinary course of business) or any merger, consolidation,\ntender offer or similar transaction, the Company may delay (or Polo may instruct\nthe Company to delay, as applicable) the filing of a registration statement and\nshall not be required to maintain the effectiveness thereof or amend or\nsupplement a registration statement for a period expiring upon the earlier to\noccur of (A) the date on which such material information is disclosed to the\npublic or ceases to be material, in the case of clause (i), (B) the date on\nwhich such transaction is completed or abandoned, in the case of clause (ii), or\n(C) 120 days after the Company or Polo makes such good faith determination, in\n\n\n\nthe case of either clauses (i) or (ii); provided that in such event, the holders\nof Demand Registrable Securities initiating the request for such registration\nwill be entitled to withdraw such request, and if such request is withdrawn such\nregistration will not count as one of the permitted registrations under this\nSection 3.5. In any event, the Company will pay all registration expenses in\nconnection with any registration initiated under this Section 3.5, except as\nprovided in Section 3.5(i) below.\n\n         (f) If, in connection with any underwritten offering, the managing\nunderwriter shall advise the Company and any holder of Demand Registrable\nSecurities that has requested registration that, in its judgment, the number of\nsecurities proposed to be included in such offering should be limited due to\nmarket conditions, the Company will so advise each holder of Demand Registrable\nSecurities that has requested registration, and shares shall be excluded from\nsuch offering in the following order until such limitation has been met: first,\nany Piggyback Registrable Securities requested to be included in such offering\npursuant to Section 3.6 shall be excluded pro rata based on the respective\nnumber of Piggyback Registrable Securities as to which registration has been so\nrequested by all such holders until all such Piggyback Registrable Securities\nhave been so excluded; second, the Demand Registrable Securities requested to be\nincluded by the Company shall be excluded until all such Demand Registrable\nSecurities shall have been so excluded; third, the Demand Registrable Securities\nrequested to be included in such offering pursuant to Section 3.5(a)(ii) shall\nbe excluded pro rata, based on the respective number of Demand Registrable\nSecurities as to which registration has been so requested by all such holders\nuntil all such Demand Registrable Securities have been so excluded; and\nthereafter, the Demand Registrable Securities requested to be included in such\noffering pursuant to Section 3.5(a)(i) by the Requesting Holder shall be\nexcluded; provided, however, that if, in any case where registration has been\nrequested pursuant to Section 3.5(a)(i) by Polo or the Media Representative, by\nreason of the application of this subsection (f) more than 25% of the Demand\nRegistrable Securities requested by the Requesting Holder to be included in such\nregistration shall be excluded therefrom, then such registration will not count\nas a Demand Registration requested by the Requesting Holder pursuant to Section\n3.5(a).\n\n         (g) A Demand Registration will not be deemed to have been effected\nunless the registration statement relating thereto has become effective;\nprovided that if after it has become effective, the offering of Demand\nRegistrable Securities pursuant to such registration is interfered with by any\nstop order, injunction or other order or requirement of the SEC or other\ngovernmental agency or court, such registration will be deemed not to have been\neffected. Additionally, a Demand Registration shall not be deemed to have been\neffected if:\n\n         (i) the registration statement relating thereto does not remain\n     effective, current and usable by the Requesting Holder until the earlier of\n     (A) three (3) months following the date on which such registration\n     statement became effective, subject to the last sentence of Section 3.5(a)\n     herein and (B) the date on which all of the Demand Registrable Securities\n     requesting in the Demand Registration to be sold pursuant to such\n\n\n\n     registration statement are sold;\n\n         (ii) after the registration statement relating thereto has become\n     effective, such registration statement is interfered with by any stop\n     order, injunction or other order or requirement of the Commission or other\n     governmental agency or court for any reason prior to the earlier of (A) the\n     four (4) months following the date on which such registration statement\n     became effective, subject to the last sentence of Section 3.5(a) herein and\n     (B) the date on which all of the Demand Registrable Securities requested in\n     the Demand Registration to be sold pursuant to such registration statement\n     are sold; and\n\n         (iii) the conditions to closing specified in any purchase agreement or\n     underwriting agreement entered into in connection with such Demand\n     Registration are not satisfied, unless the failure to satisfy such\n     conditions to closing is due to some act or failure to act of the\n     Requesting Holder.\n\n         (h) If the Requesting Holder specifies in the Holder Request an\nunderwritten offering, such party or parties shall have the right, with the\napproval of the Company, which approval shall not be unreasonably withheld, to\nselect the managing underwriter; provided, however, in the event that the\nCompany has elected to include Company Securities in such offering, the Company\nshall have the right, with the approval of a majority of the holders of Demand\nRegistrable Securities that have requested to be included in such offering,\nwhich approval shall not be unreasonably withheld, to select the managing\nunderwriter.\n\n         (i) The Company will pay all registration expenses incurred in\nconnection with each Demand Registration effected by it pursuant to this Section\n3.5. The Requesting Holder will be responsible for underwriters discounts,\nselling commissions and fees and disbursements of counsel for the Requesting\nHolder with respect to the Demand Registrable Securities being sold by it.\n\n         (j) The Requesting Holder, upon the approval of the Company, which\nshall not unreasonably be withheld, shall have the sole right to determine the\noffering price per share and underwriting discounts, if applicable, in\nconnection with a Demand Registration pursuant to this Section 3.5.\n\n         3.6 Piggyback Registrations.\n\n         (a) In connection with or after an Initial Public Offering, if the\nCompany at any time proposes to register any of its equity securities under the\nSecurities Act (other than a registration on Form S-4 or S-8 or any successor or\nsimilar forms thereto), whether or not for sale for its own account, on a form\nand in a manner that would permit registration of Piggyback Registrable\nSecurities for sale to the public under the Securities Act, it will, within ten\ndays, give written notice to all the holders of Piggyback Registrable Securities\nof its intention to do so,\n\n\n\ndescribing such securities and specifying the form and manner and the other\nrelevant facts involved in such proposed registration, including, without\nlimitation, (x) the intended method to dispose of the securities offered,\nincluding whether or not such registration will be effected through an\nunderwriter in an underwritten offering or on a \"best efforts\" basis, and, in\nany case, the identity of the managing underwriter, if any, and (y) the price at\nwhich the Piggyback Registrable Securities are reasonably expected to be sold.\nUpon the written request of any holder of Piggyback Registrable Securities\ndelivered to the Company within 20 calendar days after the receipt of any such\nnotice (which request shall specify the Piggyback Registrable Securities\nintended to be disposed of by such holder), the Company will use its\ncommercially reasonable efforts to effect the registration under the Securities\nAct of all the Piggyback Registrable Securities that the Company has been so\nrequested to register; provided, however, that:\n\n         (i) with respect to Piggyback Registrable Securities acquired, directly\n     or indirectly, in respect of Class B Membership Interests, they shall not\n     participate in an Initial Public Offering;\n\n         (ii) if, at any time after giving such written notice of its intention\n     to register any securities and prior to the effective date of the\n     registration statement filed in connection with such registration, the\n     Company shall determine for any reason not to register such securities, the\n     Company may, at its election, give written notice of such determination to\n     each holder of Piggyback Registrable Securities who shall have made a\n     request for registration as hereinabove provided and thereupon the Company\n     shall be relieved of its obligation to register any Piggyback Registrable\n     Securities in connection with such registration (but not from its\n     obligation to pay the registration expenses in connection therewith);\n\n         (iii) if the Company has determined in good faith (A) that the Company\n     then is unable to comply with its disclosure obligations (because it would\n     otherwise need to disclose material information which the Company has a\n     bona fide business purpose for preserving as confidential) or the SEC\n     requirements in connection with a registration statement or (B) that the\n     registration and distribution of Piggyback Registrable Securities (or the\n     use of the registration statement or related prospectus) would interfere\n     with any pending material financing, acquisition, corporate reorganization\n     or any other material corporate development involving the Company, the\n     Company may, at its election, give written notice of such determination to\n     each holder of Piggyback Registrable Securities included in such\n     registration and thereupon the Company shall be relieved of any obligation\n     to maintain the effectiveness thereof or amend or supplement such\n     registration statement; and\n\n         (iv) if such registration involves an underwritten offering, all\n     holders of Piggyback Registrable Securities requesting to be included in\n     the Company's registration\n\n\n\n     must sell their Piggyback Registrable Securities to the underwriters\nselected by the Company on the same terms and conditions as apply to the Company\nand the Requesting Holders shall enter into the underwriting agreement agreed to\nbetween the Company and such managing underwriter.\n\n         (b) The Company shall not be obligated to effect any registration of\nPiggyback Registrable Securities under this Section 3.6 incidental to the\nregistration of any of its securities in connection with mergers, acquisitions,\nexchange offers, dividend reinvestment plans or stock option or other employee\nbenefit plans.\n\n         (c) If a registration pursuant to this Section 3.6 involves an\nunderwritten offering and the managing underwriter advises the issuer that, in\nits opinion, the number of securities proposed to be included in such\nregistration should be limited due to market conditions, the Company will so\nadvise each holder of Piggyback Registrable Securities that has requested\nregistration pursuant to Section 3.6(a), and shares shall be excluded from such\noffering in the following order until such limitation has been met: first, the\nPiggyback Registrable Securities requested to be included in such offering by\nPolo, the Media Representative and any other holder of Piggyback Registrable\nSecurities requesting to participate therein shall be excluded pro rata, based\non the respective number of Piggyback Registrable Securities as to which\nregistration has been so requested by such parties, until all such Piggyback\nRegistrable Securities shall have been so excluded; and thereafter, the\nsecurities requested to be registered by the Company shall be excluded.\n\n          (d) In connection with any underwritten offering with respect to which\nholders of Piggyback Registrable Securities shall have requested registration\npursuant to this Section 3.6, the Company shall have the right to select the\nmanaging underwriter with respect to the offering; provided that such managing\nunderwriter shall be a nationally recognized investment bank and the Company\nshall have the right to choose a co-managing underwriter.\n\n          (e) The Company will pay all registration expenses incurred in\nconnection with each of the registrations of Piggyback Registrable Securities\neffected by it pursuant to this Section 3.6. In addition, the Company shall have\nthe sole right to determine the offering price per share and underwriting\ndiscounts in connection with any resale of Piggyback Registrable Shares pursuant\nto an underwritten offering in connection with a registration pursuant to this\nSection 3.6, after consultation with the selling stockholders and due regard for\ntheir view relating thereto.\n\n         3.7 Lock-Up Provision. The Members agree that in connection with an\nInitial Public Offering or any subsequent offering of the Company's equity\n(other than a demand registration) they will each agree not to sell any shares\nof the Company's capital stock for a 180- day period following the consummation\nof such offering. In addition, in connection with any demand registrations\neffected pursuant to Sections 3.5 and 3.6, respectively, the Members\n\n\n\nshall each agree to customary restrictions on the sale of shares of the\nCompany's capital stock as are determined by the lead underwriters of any such\noffering to be necessary in connection therewith.\n\n         3.8 Exchange of Membership Interests for Common Stock. In the event\nthat the Company is converted to a corporation, including, without limitation,\nupon an Initial Public Offering, (i) first, all outstanding Class B Membership\nInterests and Class C Membership Interests shall be converted into Class A\nMembership Interests at Fair Value of such outstanding Class B Membership\nInterests and Class C Membership Interests, and (ii) after such conversion, all\nClass A Membership Interests owned by a holder shall be exchanged by the Company\nfor shares of common stock. Any such shares of common stock received by holders\nof Class B Membership Interests and Class C Membership Interests shall continue\nto be subject to the requirements of Section 2.13 and to any applicable\nrestrictions on vesting and forfeiture set forth in any agreements to which the\nClass B Members or the Class C Members are party. For the avoidance of doubt,\nany Class B Membership Interests which are vested and not subject to forfeiture\nwill be transferrable following the consummation of an Initial Public Offering,\nsubject to compliance with any and all applicable securities laws.\n\n         3.9 Employees and Benefit Matters.\n\n         (a) Generally. The Class A Members will use all commercially reasonable\nefforts to examine and determine the needs of the Company in respect of\nemployees and employee benefit matters and to reach a written agreement on such\nmatters at the earliest practicable date. The Company shall provide for its\nmanagement an equity incentive pool of up to 10% of the fully diluted equity of\nthe Company for the grant of options, restricted units or interests or any other\nsimilar incentive plan (inclusive of any Class B Membership Interests granted as\nof the date hereof).\n\n         (b) Member Responsibility. Each Class A Member will be responsible for\nany rights of its (or its respective Affiliates') respective employees who\nbecome employees of the Company which rights accrued prior to employment by the\nCompany and by virtue of employment with the Class A Member (or its respective\nAffiliates), as the case may be, including any rights accrued under any pension\nor other benefit plan.\n\n         (c) Non-Solicitation. No Class A Member may, directly or indirectly,\nsolicit the employment of, or hire, any employee of the Company or of any other\nClass A Member with whom it has had contact or who became known to it in\nconnection with the Business, this Agreement or the Operating Agreement without\nthe prior consent of Polo, in the case of the Media Members, or the applicable\nMedia Member, in the case of Polo; provided, however, that the foregoing\nprovisions will not prevent any Class A Member from employing any such Person\n(i) who contacts such Class A Member on his or her own initiative without any\ndirect or indirect solicitation by or encouragement from such Class A Member and\nwho has not been employed by such Class A Member or the Company during the\npreceding six months, (ii) who is referred to\n\n\n\nsuch Class A Member by a bona fide employee search firm not specifically\ndirected to contact such employee or other employees of such Class A Member or\nthe Company or (iii) as a result of general solicitation, including solicitation\nin trade magazines.\n\n         3.10 Expense Reimbursement. Except as otherwise provided herein or in\nthe Operating Agreement, the Company will be responsible for the payment of all\nits own expenses. The Company will not be obligated to reimburse the Members for\nany expenses paid by them on behalf of the Company, whether out-of-pocket or\ndirect overhead, except for such items as are agreed to by the Management\nCommittee to be provided by one of the Members. This provision shall not apply\nto any products supplied under the Supply Agreement or services provided under\nthe Services Agreement.\n\n         3.11 The Members as Third Party Beneficiaries. The Company shall ensure\nto the extent commercially practicable that each contract, agreement or other\narrangement the Company enters into with any third party for the purposes of\nproviding services to the Company shall provide each Class A Member with rights\nas a third party beneficiary to enforce such third party contract to the extent\nthat any party to such third party contract shall act in a manner inconsistent\nwith the terms of this Agreement or any Ancillary Agreement.\n\n         3.12 Deadlocks.\n\n         (a) Deadlocks of Managers. In the event that the Management Committee\nfails to agree on any matter as to which unanimous agreement of the Managers is\nrequired under this Agreement, the Operating Agreement or by law, and such\ndeadlock is not resolved within 30 days of the date the Management Committee\nreaches such deadlock, Polo and the Media Representative shall use their\ncommercially reasonable best efforts to resolve such deadlock. In the event that\nPolo and the Media Representative fail to agree on any issue, and such deadlock\nis not resolved within 30 days following the giving of written notice of the\nexistence of such deadlock (including a Material Deadlock) from the Management\nCommittee to the Class A Members or by Polo to the Media Representative, or vice\nversa, either Polo or the Media Representative may request that the Chief\nExecutive Officer of Polo and the Chief Executive Officer of NBC, or their\nrespective designees, seek to resolve such deadlock. Within 30 days of the\ninitial request, such persons or their designees shall meet and use their\nreasonable best efforts to resolve the deadlock.\n\n         (b) Deadlocks of Class A Members. In the event that the unanimous\nconsent of Polo and the Media Representative is not received on any matter as to\nwhich such consent is so required in accordance with the terms of this\nAgreement, the Operating Agreement or by law, including Section 5.3, either Polo\nor the Media Representative may provide the other party with notice that a\ndeadlock (including, if applicable, a Material Deadlock) has occurred. Following\nthe delivery of such notice, Polo and the Media Representative shall negotiate\nin good faith, and\n\n\n\nshall use their commercially reasonable best efforts, to resolve such deadlock,\nand shall include their senior management in such negotiation process. In the\nevent that Polo and the Media Representative fail to reach agreement after a\nperiod of 30 days following the giving of written notice of the existence of\nsuch deadlock by Polo to the Media Representative, or vice versa, either Polo or\nthe Media Representative may request that the Chief Executive Officer of Polo\nand the Chief Executive Officer of NBC, or their respective designees, seek to\nresolve such deadlock. Within 30 days of the initial request, such persons or\ntheir designees shall meet and use their reasonable best efforts to negotiate in\ngood faith to resolve the deadlock (including Material Deadlock).\n\n         (c) Continuation of Business. While any deadlock (including a Material\nDeadlock) referred to in Section 3.12(a) or 3.12(b) is pending, the Business\nshall continue to be operated without interruption consistent with prudent\nmanagement practices and in a manner most likely to continue its operations in\nthe ordinary course of business consistent with the Business Plan and Budget\nmost recently in effect.\n\n         (d) Polo Deadlock Call. It is understood and agreed that the rights\nprovided to Polo and the Media Members in Sections 3.12(d) and 3.12(e) shall not\nbe exercisable unless the respective Chief Executive Officers of NBC and Polo\n(or designees of each) shall have attempted in good faith to resolve matters\nthat are the subject of a Material Deadlock. In the event that (i) on or prior\nto the fifth anniversary of the date of this Agreement, a Material Deadlock has\noccurred and has been continuing uninterrupted for a period of 365 days and (ii)\nafter the fifth anniversary of the date of this Agreement, in the event that a\nMaterial Deadlock has occurred and has been continuing uninterrupted for a\nperiod of 180 days, in each case, from the date notice (a \"Notice of Material\nDeadlock\") is first provided pursuant to Section 3.12(b) by either Polo or the\nMedia Representative, as the case may be, to the other Members that a deadlock\nhas occurred (the expiration of either such period a \"Material Deadlock Event\"),\nPolo shall have the right (the \"Polo Deadlock Call\") to purchase from the Media\nMembers all, but not less than all, of the Media Members' aggregate Membership\nInterests in the Company (the \"Media Members' Membership Interests\"). If Polo\nwishes to exercise the Polo Deadlock Call, then Polo (no later than 60 days\nfollowing a Material Deadlock Event) shall provide written notice to the Media\nRepresentative, which notice shall (A) state that Polo proposes to exercise the\nPolo Deadlock Call and (B) set forth in reasonable detail the purchase price as\ncalculated in accordance with Section 3.15(a) and all the material terms and\nconditions of the proposed purchase. For purposes of the foregoing, a Material\nDeadlock shall be deemed to have occurred if the party receiving the Notice of\nMaterial Deadlock does not dispute such Material Deadlock by seeking a\ndetermination of an arbitrator on or prior to the 15th day following receipt of\nsuch Notice of Material Deadlock. The closing of such sale will take place as\nset forth in Section 3.15(c). If Polo fails to give notice within 60 days\nfollowing a Material Deadlock Event, then Polo shall be deemed to have waived\nthe Polo Deadlock Call and shall have no further right to exercise the Polo\nDeadlock Call with respect to such Material Deadlock Event.\n\n\n\n         (e) Media Members Sale Right. In the event of a Material Deadlock\nEvent, the Media Members shall have the right (the \"Media Members Sale Right\"),\nat the election of the Media Representative, to sell or cause to be sold all,\nbut not less than all, of the Media Members' Membership Interests in accordance\nwith the following procedures:\n\n         (i) The Media Representative shall give written notice to Polo no later\n     than 90 days following a Material Deadlock Event which notice shall state\n     that Media Members propose to effect a sale of all, but not less than all,\n     their Membership Interest (the \"Media Members Sale Notice\"). If the Media\n     Representative fails to give the Media Members Sale Notice within 90 days\n     following a Material Deadlock Event, the Media Members shall be deemed to\n     have waived the Media Members Sale Right and have no further right to\n     exercise the Media Members Sale Right with respect to such Material\n     Deadlock Event. The Media Members Sale Notice shall state which of the\n     following rights the Media Members have determined to give Polo: (x) a\n     right to purchase the Media Members' Membership Interests at the Fair\n     Market Value as determined in accordance with clause (B) of the definition\n     of such term or (y) a right of first refusal in connection with such sale\n     (the \"Election Notice\").\n\n         (ii) In the event that the Media Representative elects to provide Polo\n     a right to purchase the Media Members' Membership Interests at the Fair\n     Market Value as determined in accordance with clause (B) of the definition\n     of such term, Polo shall, within 30 days after receiving its Election\n     Notice, deliver to the Media Representative a written notice stating that\n     Polo would be willing to buy all, but not less than all, of the Media\n     Members' Membership Interests at the Fair Market Value as determined in\n     accordance with clause (B) of the definition of such term (the \"Polo Offer\n     Notice\"). If Polo delivers such Polo Offer Notice, the closing of such sale\n     will take place as set forth in Section 3.15(c). If Polo determines not to\n     acquire the Media Members' Membership Interests at the Fair Market Value as\n     determined in accordance with clause (B) of the definition of such term or\n     does not respond to the Election Notice within the 30-day period mentioned\n     above, the Media Representative may then sell to one or more Qualified\n     Buyers (but not more than four) so long as one of such Qualified Buyers (x)\n     acquires at least 26% of the Company's voting equity, (y) has an unfettered\n     right to vote on behalf of all the other Qualified Buyers and (z) the terms\n     of agreement among such Qualified Buyers are reasonably satisfactory to\n     Polo, subject to the provisions in this Section 3.12(e)(ii), all but not\n     less than all, of the Media Members' Membership Interest for any price and\n     for any type of consideration; provided, however, that such sale is bona\n     fide and that a bona fide written, binding agreement with respect to such\n     sale has been reached with one or more Qualified Buyers and delivered to\n     Polo prior to 180 days from the date of the earlier of the date on which\n     Polo notifies the Media Representative that it does not wish to purchase\n     the Media Members' Membership Interests in accordance with this Section\n     3.12(e)(ii) or the expiration of the 30-day period described above. If an\n\n\n\n     agreement of sale is not reached within the period provided for in this\n     clause (ii), or if an agreement is reached but the sale is not consummated,\n     then the Media Members shall be deemed to have waived the Media Members\n     Sale Right with respect to such Material Deadlock Event. The closing of any\n     sale made in accordance with the foregoing will take place as set forth in\n     Section 3.15(c).\n\n         (iii) In the event that the Media Representative elects to provide Polo\n     a right of first refusal, the Media Representative shall, within 180 days\n     after giving its Election Notice, deliver to Polo an additional written\n     notice stating the purchase price in cash at which the Media Members would\n     be willing to sell all, but not less than all, of their Membership\n     Interests to a Qualified Buyer or Buyers (as described below) and all the\n     material terms and conditions of the proposed sale (the \"ROFR Notice\"). If\n     the Media Representative does not deliver to Polo the ROFR Notice within\n     such 180-day period, the Media Members shall be deemed to have waived the\n     Media Members Sale Right and have no further right to exercise the Media\n     Members Sale Right with respect to such Material Deadlock Event. If the\n     Media Representative does deliver such notice, Polo shall have 30 days from\n     the date of receipt of the ROFR Notice to elect to acquire all, but not\n     less than all, of the Media Members' Membership Interests at the price set\n     forth in the ROFR Notice. If Polo makes such election, the closing of such\n     sale will take place as set forth in Section 3.15(c). If Polo fails to\n     notify Media Representative that it wishes to acquire the Media Members'\n     Membership Interests within the 30-day period mentioned above, the Media\n     Members, at the election of the Media Representative, may sell to one or\n     more Qualified Buyers (but not more than four) so long as one of such\n     Qualified Buyers (x) acquires at least 26% of the Company's voting equity,\n     (y) has an unfettered right to vote on behalf of all the other Qualified\n     Buyers and (z) the terms of agreement among such Qualified Buyers are\n     reasonably satisfactory to Polo, subject to the provisions in this Section\n     3.12(e)(iii), all but not less than all, of their Membership Interests (1)\n     for a purchase price in cash or marketable securities that is no less than\n     the aggregate purchase price payable in cash set forth in the ROFR Notice\n     and (2) upon terms and conditions no more favorable to any Qualified Buyer\n     than those stated in the ROFR Notice; provided, however, that such sale is\n     bona fide and that a bona fide written agreement with respect to such sale\n     has been reached with one or more Qualified Buyers and delivered to Polo\n     within 30 days from the earlier of the date on which Polo notifies the\n     Media Representative that it does not wish to exercise its rights in\n     accordance with this Section 3.12(e)(iii) or the expiration of the 30-day\n     period described above. If an agreement of sale is not reached within the\n     period provided for in this clause (iii), or if an agreement is reached but\n     the sale is not consummated, then the Media Members shall be deemed to have\n     waived the Media Members Sale Right with respect to such Material Deadlock\n     Event.\n\n         (iv) So long as a Qualified Buyer complies with the last sentence of\n\n\n\n     Section 3.15(c), any Qualified Buyer's purchase of the Media Members'\n     Membership Interests under Sections 3.12(e)(ii) and 3.12(e)(iii) shall be\n     deemed to have been authorized by Polo for purposes of Article XI, in which\n     case such Qualified Buyer shall automatically succeed to the Media Members'\n     rights as a Member or otherwise under this Agreement and the Operating\n     Agreement notwithstanding anything to the contrary that may be contained in\n     Article XI and the Media Members shall be released from all obligations\n     under this Agreement and the Operating Agreement other than Section 2.4 of\n     the Operating Agreement (Non-Disclosure) and NBC's obligations to provide\n     $100 million aggregate credits for advertising time and the obligations of\n     NBCi and CNBC.com in respect of $40 million and $10 million, respectively,\n     of credits in Online Advertising. The closing of any sale made in\n     accordance with the foregoing will take place as set forth in Section\n     3.15(c).\n\n         (v) In the event that the Media Members shall exercise the Media\n     Members Sale Right, the Company and Polo shall cooperate with all\n     reasonable requests of the Media Representative to facilitate such sale.\n\n         (f) Notwithstanding the provisions in this Section 3.12 providing for\nthe waiver of the Polo Deadlock Call or the Media Members Sale Right if notice\nis not provided on a timely basis, if the parties continue to be deadlocked with\nrespect to a particular issue following the occurrence of a Material Deadlock\nEvent, after taking into account a significant change in the facts and\ncircumstances surrounding such Material Deadlock Event, such continuing deadlock\ncan result in a subsequent Material Deadlock Event if the standards set forth in\nthis Section 3.12 are satisfied and, as a result of such Material Deadlock, the\nPolo Deadlock Call and the Media Members Sale Right would otherwise be\nexercisable.\n\n         3.13 Change of Control.\n\n         (a) Change of Control of a Member. Polo or the Media Representative, as\nthe case may be, shall give written notice to the other Member no later than ten\ndays after the earlier to occur of (i) the event constituting a Change of\nControl and (ii) the execution of a definitive agreement to effect a Change of\nControl. Such notice shall set forth in reasonable detail the circumstances and\nterms of the Change of Control, including the identity of the Person acquiring\ncontrol of Polo or NBC, as the case may be.\n\n         (b) Continuation of Business. Notwithstanding that a Change of Control\nhas occurred or an agreement to effect a Change of Control has been executed,\nthe Business shall continue to be operated without interruption consistent with\nprudent management practices and in a manner most likely to continue its\noperations in the ordinary course of business consistent with the Business Plan\nand Budget most recently in effect.\n\n         (c) NBC Change of Control Call. It is understood and agreed that the\nrights\n\n\n\nprovided to Polo and the Media Members in Section 3.13(c) and (d) shall not be\nexercisable during the Quiet Period. In the event of a NBC Change of Control,\nPolo shall have the right (the \"NBC Change of Control Call\"), exercisable upon\nexpiration of the Quiet Period and for 365 days thereafter, to purchase all, but\nnot less than all, of the Media Members' Membership Interests at a purchase\nprice determined in accordance with Section 3.15(a). If Polo wishes to exercise\nthe NBC Change of Control Call, then Polo (no later than 365 days following\nexpiration of the Quiet Period) shall provide written notice to the Media\nRepresentative, which notice shall (A) state that Polo proposes to exercise the\nNBC Change of Control Call and (B) set forth in reasonable detail the purchase\nprice as calculated in accordance with Section 3.15(a) and all the material\nterms and conditions of such purchase. The closing of such sale will take place\nas set forth in Section 3.15(c). If Polo fails to give notice within 365 days\nfollowing expiration of the Quiet Period, then Polo shall be deemed to have\nwaived the NBC Change of Control Call.\n\n         (d) Polo Change of Control Sale. In the event of a Polo Change of\nControl, the Media Members shall have the right (the \"Polo Change of Control\nSale\"), at the election of the Media Representative, to sell all, but not less\nthan all, of their Membership Interest in accordance with the following\nprocedures:\n\n         (i) The Media Representative shall give written notice to Polo no later\n     than 365 days following expiration of the Quiet Period, which notice shall\n     state that the Media Members propose to effect a sale of their Membership\n     Interest and that Polo shall have the right to purchase all, but not less\n     than all, the Media Members' Membership Interests at the Fair Market Value\n     as determined in accordance with clause (B) of the definition of such term\n     (the \"Change of Control Notice\"). If the Media Representative fails to give\n     the Change of Control Notice within 365 days following expiration of the\n     Quiet Period, then the Media Members shall be deemed to have waived the\n     Polo Change of Control Sale.\n\n         (ii) Polo shall, within 60 days after receiving the Change of Control\n     Notice, deliver to the Media Representative a written notice stating that\n     Polo would be willing to buy all, but not less than all, of the Media\n     Members' Membership Interests at the Fair Market Value as determined in\n     accordance with clause (B) of the definition of such term. If Polo delivers\n     such notice, the closing of such sale will take place as set forth in\n     Section 3.15(c). If Polo notifies the Media Representative that it has\n     determined not to acquire the Media Members' Membership Interests at the\n     Fair Market Value as determined in accordance with clause (B) of the\n     definition of such term or does not respond to the Change of Control Notice\n     within the 60-day period mentioned above, the Media Representative may then\n     sell all but not less than all of the Media Members' Membership Interests\n     for any price and for any type of consideration to one or more Qualified\n     Buyers (but not more than four) so long as one of such Qualified Buyers (x)\n     acquires at least 26% of the Company's voting equity, (y) has an unfettered\n     right to vote on behalf of all the other Qualified Buyers and (z) the terms\n     of agreement among\n\n\n\n     such Qualified Buyers are reasonably satisfactory to Polo.\n\n         3.14 Polo Buyout Right.\n\n         (a) For a 90-day period commencing upon the date of delivery of the\nfirst set of audited financial statements after the twelfth anniversary of this\nAgreement, and thereafter every three years for a 90-day period commencing upon\nthe date of delivery of the audited financial statements in respect of the\nfifteenth and every third Fiscal Year of the Company thereafter, Polo shall have\nthe right (the \"Polo Buyout Right\") to purchase all, but not less than all, of\nthe Media Members' Membership Interests at a purchase price in cash determined\nin accordance with Section 3.15(a).\n\n         (b) If Polo wishes to exercise the Polo Buyout Right, then Polo shall\nprovide (i) a written notice to the Media Representative within the 90-day\nperiod prior to the tenth anniversary of the date of this Agreement and on each\nsuccessive three year anniversary of such date (the \"Preservation Notice\"),\nwhich notice shall state that Polo wishes to preserve the Polo Buyout Right and\n(ii) a written exercise notice to the Media Representative within the period\nreferred to in Section 3.14(a) (the \"Purchase Price Notice\"), which notice shall\nset forth in reasonable detail the purchase price as calculated in accordance\nwith Section 3.15(a) and all the material terms and conditions of such purchase.\nIf Polo fails to give either the Preservation Notice or the Purchase Price\nNotice to the Media Representative within the applicable time period, then Polo\nshall be deemed to have waived the Polo Buyout Right until the commencement of\nthe next applicable period. The closing of such sale will take place as set\nforth in Section 3.15(c). In the event that Polo gives the Media Representative\nthe Preservation Notice, the Media Members shall have no further obligations\nunder Section 3.2 of the Operating Agreement, provided, however, that if Polo\ndoes not give the Purchase Price Notice, or advises the Media Representative\nthat it has waived its right to give the Purchase Price Notice, then Section 3.2\nof the Operating Agreement shall be reinstated except that any bona fide\narrangements entered into by any Media Member prior to the earlier of the date\non which the Polo Buyout Right Notice may be exercised or 90 days from the date\nof such advice by Polo shall not be deemed to be a violation of Section 3.2 of\nthe Operating Agreement.\n\n         3.15 Material Deadlock, Change of Control and Polo Buyout Right,\nPricing, Deferred Compensation and Closing.\n\n         (a) Price of the Media Members Membership Interests. (i) In the event\nof the exercise of a Polo Deadlock Call, an NBC Change of Control Call or a Polo\nBuyout Right where the purchase price is determined by reference to Fair Market\nValue, the purchase price for the Media Members' Membership Interests, which\nshall be payable as set forth in Section 3.15(c), shall be equal to the Fair\nMarket Value of the Media Members' Membership Interests, as determined in\naccordance with clause (A) of the definition of such term, as of the date of\nPolo's notice of exercise of such Polo Deadlock Call, the NBC Change of Control\nCall or the Polo\n\n\n\nBuyout Right; and (ii) in the event of the exercise of the Media Members Sale\nRight or Polo Change of Control Sale, the purchase price for the Media Members'\nMembership Interests, which shall be payable as set forth in Section 3.15(c),\nshall be equal to the Fair Market Value of the Media Members' Membership\nInterests as determined in accordance with clause (B) of the definition of such\nterm, as of the date of the Media Representative's notice of the exercise of the\nMedia Members Sale Right or the Polo Change of Control Sale.\n\n         (b) [Reserved]\n\n         (c) Closing. The closing with respect to any exercise of the Polo\nDeadlock Call, the Media Members Sale Right, the NBC Change of Control Call, the\nPolo Change of Control Sale or the Polo Buyout Right shall take place at the\nprincipal office of the Company on the later to occur of (i) the tenth Business\nDay after final determination of Fair Market Value or the entering into by the\nMedia Representative and a Qualified Buyer of a definitive purchase agreement,\nwhichever is later, or (ii) the date that all orders, consents and approvals of\nGovernmental Authorities legally required for the closing of such sale have been\nobtained and are in effect, it being understood that the Class A Members shall\nuse their commercially reasonable best efforts to obtain all such orders,\nconsent and approvals as promptly as practicable. At such closing, to the extent\nthat Polo is purchasing the Media Members' Membership Interests, Polo shall\ndeliver cash or a certified check or checks in the appropriate amount against\nthe delivery of a duly executed assignment of the Membership Interest so\npurchased. Such Membership Interest shall be delivered to Polo free and clear of\nall Liens of any nature whatsoever. In the case of a Qualified Buyer, the\nQualified Buyer shall agree to be bound by, and become a party to, all the terms\nof this Agreement and the Operating Agreement.\n\n         (d) Services Agreement. The Services Agreement shall remain in full\nforce and effect in accordance with its terms following the consummation of any\nsale pursuant to the exercise of the Polo Deadlock Call, the Media Members Sale\nRight, the NBC Change of Control Call, the Polo Change of Control Sale or the\nPolo Buyout Right, except that (i) at ValueVision's option, the cost of the\nservices provided by ValueVision thereunder shall be modified to provide\nValueVision with payment for such services at the fair market value thereof, as\nwould be negotiated in an arm's length transaction between two willing parties,\n(ii) the term of such continuation shall not exceed two years and (iii) the\nrenewal of the Services Agreement thereafter shall be subject to the mutual\nconsent of the Company and ValueVision.\n\n         3.16 Media Members IPO Right. In the event that (i) the Media\nRepresentative provides Polo with a Notice of Material Deadlock on account of\nthe failure of Polo and the Media Representative to agree to an Initial Public\nOffering after the fifth anniversary, the tenth anniversary, the 12th\nanniversary and every third anniversary thereafter, in each case of the Closing\nDate, (ii) after the requisite time period has elapsed, the Media Representative\nexercises the Media Members Sale Right, and (iii) neither Polo nor a Qualified\nBuyer purchases the Media\n\n\n\nMembers' Membership Interests at Fair Market Value (as defined in clause (A) of\nthe definition of such term) or greater for a one-year period commencing on the\ndate of the Media Representative's notice of the exercise of the Media Members\nSale Right, the Media Representative, after such a one-year period, shall have\nthe right (the \"Media Member IPO Right\") to require the Company to consummate an\nInitial Public Offering in accordance with the Demand Registration provisions of\nSection 3.5 and in a manner consistent with the prestige of the Members' brands,\nwhich the Company shall use its reasonable best efforts to consummate within 180\ndays of such request on the part of the Media Representative. The lead\nunderwriter for any such Initial Public Offering shall be a nationally\nrecognized (i.e. \"bulge bracket\") investment bank. Any Initial Public Offering\nin connection with this Section 3.16 or otherwise shall be subject to (b)\nconversion of a portion of the royalty under the License Agreement in accordance\nwith Section 8.10 and (c) conversion of the Company into corporate form and the\nadoption of mutually acceptable governance provisions to Polo and the Class A\nMembers, the approval of such governance provisions by each Class A Member not\nto be unreasonably withheld. In connection with the conversion of the Company to\na corporation for purposes of effecting an Initial Public Offering, after\neffecting the transactions contemplated by Section 3.8, the Members shall\nreceive equity in the Company in proportion to their respective Sharing Ratios\nat the time of such conversion.\n\n         3.17 Certain Restrictions. In the event that (a) (i) one or more Class\nA Members reasonably and in good faith believes that Additional Capital\nContributions are required in order to fund the Company's reasonably anticipated\ncapital and operating needs for the twelve months following the request of such\nClass A Member therefor (after having exhausted the ValueVision Commitment,\ngiving effect to any ValueVision Additional Contributions to be made\nconcurrently with such proposed Additional Capital Contributions) or (ii) the\nCompany is in default under the License Agreement as a result of a failure to\npay the royalties due thereunder and Additional Capital Contributions would be\nrequired in order to provide the Company with sufficient cash to cure such\ndefault and avoid the termination by the Licensor of the License Agreement in\naccordance with its terms, (b) the Company is unable to raise the required\ncapital plus sufficient capital to fund its capital and operating needs for an\nadditional twelve months on a prudent basis and on commercially reasonable terms\nthrough bank borrowings or otherwise in the capital markets and (c) Polo is\nunwilling or unable to commit to fund its share of any such Additional Capital\nContributions but one or more of the Original Media Members is willing and able\nto fund the aggregate amount of all such Additional Capital Contributions\nrequired of the Original Media Members, as evidenced by appropriate supporting\ndocumentation, including all necessary corporate and shareholder action of the\nOriginal Media Members and their shareholders to authorize such funding and, as\na result of the foregoing, in the case of clause (a) (i), a liquidation,\ndissolution, winding up, voluntary bankruptcy or insolvency of the Company\noccurs, or the Company shall have ceased to have any substantial ongoing\noperations, and in the case of clause (a) (ii), Licensor shall terminate the\nLicense Agreement in accordance with its terms, neither Polo nor its Affiliates\nwill be permitted to engage in the Business, directly or indirectly, or license\nor otherwise authorize any third party to engage in the\n\n\n\nBusiness, for a period of three years following such termination without the\nprior written consent of the Media Representative, and Polo shall be relieved of\nits obligations under Section 2.6 of the Operating Agreement.\n\n                                   ARTICLE IV\n\n              RIGHTS AND REPRESENTATIONS AND WARRANTIES OF MEMBERS\n\n         4.1 Members' Rights. No Member will have any actual, implied or\napparent authority to enter into contracts on behalf of, or to otherwise bind,\nthe Company, nor take any action in the name of, or on behalf of, the Company or\nconduct any business of the Company other than by action of both Polo and the\nMedia Representative.\n\n         4.2 Representations and Warranties. Each Class A Member represents and\nwarrants to the Company and the other Members as follows:\n\n         (a) Due Organization. Such Member is a corporation duly organized,\n     validly existing and in good standing under the laws of the state of its\n     incorporation. Such Member is duly qualified to transact business and is in\n     good standing as a foreign corporation in each jurisdiction where its\n     ownership or leasing of property or the conduct of its business requires\n     such qualification, except where the failure to be so qualified would not\n     have, individually or in the aggregate, a Material Adverse Effect. Such\n     Member has the requisite power and authority to own, lease and operate its\n     properties and to conduct its business as presently conducted;\n\n         (b) Authorization and Validity of Agreement. Such Member has all\n     requisite power and authority to enter into this Agreement and the\n     Ancillary Agreements to which it is a party and to perform its obligations\n     hereunder and thereunder. The execution, delivery and performance by such\n     Member of this Agreement and the Ancillary Agreements to which it is a\n     party and the consummation by such Member of the transactions contemplated\n     hereby and thereby have been duly authorized by all necessary corporate\n     action on the part of such Member. This Agreement and the Ancillary\n     Agreements to which such Member is a party have been duly executed and\n     delivered by such Member and constitute valid and legally binding\n     obligations of such Member, enforceable against such Member in accordance\n     with their respective terms;\n\n         (c) No Breach or Government Approvals. The execution, delivery and\n     performance by such Member of this Agreement and the Ancillary Agreements\n     to which such Member is a party and the consummation by such Member of the\n     transactions contemplated hereby and thereby will not (i) conflict with or\n     result in a breach of any provision of the charter or bylaws of such\n     Member, (ii) require any consent, approval,\n\n\n\n     authorization or permit of, or filing with or notification to, any\n     Governmental Authority, (iii) require the consent or approval of any Person\n     (other than a Governmental Authority) or violate or conflict with, or\n     result in a breach of any provision of, constitute a default (or an event\n     which with notice or lapse of time or both would become a default) or give\n     to any third party any right of termination, cancellation, amendment or\n     acceleration under, or result in the creation of a lien under, any of the\n     terms, conditions or provisions of any contract or license to which such\n     Member is a party or by which it or its assets or properties are bound, or\n     (iv) violate or conflict with any law, order, writ, injunction, decree,\n     statute, rule or regulation applicable to such Member, except, in the case\n     of items (ii), (iii) and (iv) above only, for those which, individually or\n     in the aggregate, would not have a Material Adverse Effect;\n\n         (d) Certain Fees. Neither such Member nor its officers, directors or\n     employees, on behalf of such Member, has employed any broker or finder or\n     incurred any other liability for any brokerage fees, commissions or\n     finders' fees in connection with the transactions contemplated hereby or by\n     the Ancillary Agreements, except in the case of Polo, for Credit Suisse\n     First Boston Corporation, all of whose fees shall be borne by Polo;\n\n         (e) Legal Proceedings. There is no litigation, proceeding or\n     governmental investigation to which such Member or any of its Affiliates is\n     a party pending or, to the knowledge of such Member and its Affiliates,\n     threatened against any of them that relates to the Business or to the\n     Capital Contribution of such party or the transactions contemplated by this\n     Agreement or by the Ancillary Agreements which could, either individually\n     or in the aggregate, result in a Material Adverse Effect or which seeks to\n     restrain or enjoin the consummation of any of the transactions contemplated\n     hereby or by the Ancillary Agreements. Neither such Member nor any of its\n     Affiliates is in violation of any term of any judgment, writ, decree,\n     injunction or order entered by any court or Governmental Authority\n     (domestic or foreign) and outstanding against such Member or its Affiliates\n     or with respect to the Business or to the Capital Contribution of such\n     Member, except for such violations which could not, individually or in the\n     aggregate, have a Material Adverse Effect;\n\n         (f) Employee Benefits Programs.\n\n                  (i) The Member Plans (as defined below) are in compliance in\n         all material respects with all applicable requirements of Section 3(3)\n         of the Employee Retirement Income Security Act of 1974, as amended\n         (\"ERISA\"), the Code, and other applicable laws and have been\n         administered in all material respects in accordance with their terms\n         and such laws. Each Member Plan which is intended to be qualified\n         within the meaning of Section 401 of the Code has received a favorable\n         determination letter as to its qualification, and nothing has occurred\n         that could reasonably be expected to cause the loss of such\n         qualification;\n\n\n\n                  (ii) There are no pending or, to the knowledge of each of the\n         Members, threatened claims and no pending or, to the knowledge of each\n         of the Members, threatened litigation with respect to any Member Plans,\n         other than ordinary and usual claims for benefits by participants and\n         beneficiaries; and\n\n                  (iii) No event has occurred and no condition exists that could\n         reasonably be expected to result in material liability to the Company\n         under Title IV of ERISA. \"Member Plans\" shall mean each material\n         \"employee benefit plan\" (within the meaning of ERISA), severance,\n         change in control or employment plan, program or agreement, and\n         vacation, incentive, bonus, stock option, stock purchase, and\n         restricted stock plan, program or policy sponsored or maintained by\n         each Member or its Subsidiaries, in which any present or former\n         employee of such Member has any present or future right to benefits or\n         under which each Member or its Subsidiaries has any present or future\n         liability.\n\n         (g) SEC Filings. Polo has filed all forms, reports, statements,\n     schedules, registration statements and other documents required to be filed\n     with the SEC since April 3, 1999 (the \"SEC Reports\"). Except to the extent\n     revised or superseded by a subsequent filing with the SEC, none of the SEC\n     Reports filed prior to February 7, 2000 contains any untrue statement of a\n     material fact or omits to state a material fact required to be stated or\n     incorporated by reference therein or necessary in order to make the\n     statements therein, in the light of the circumstances under which they were\n     made, not misleading. Each of the Media Members and Polo confirms that as\n     of February 7, 2000, the Ancillary Agreements did not constitute material\n     agreements required to be publicly filed by any Member with the SEC as\n     exhibits pursuant to Item 601 of Regulation S-K.\n\n         (h) Acknowledgment. Such Member acknowledges that it is acquiring its\n     Membership Interest for its own account as an investment and without an\n     intent to distribute such Membership Interest and that its Membership\n     Interest has not been registered under the Securities Act, as amended, or\n     any state securities laws, and may not be resold or transferred without\n     appropriate registration or the availability of an exemption from such\n     requirements.\n\n         4.3 Representations and Warranties of JM. JM hereby represents and\nwarrants to the Company and the other Members as follows:\n\n         (a) JM hereby represents and warrants that he is acquiring the Class B\n     Membership Interests for investment for his own account and not with a view\n     to, or for resale in connection with, the distribution or other disposition\n     thereof. JM agrees and acknowledges that he will not, directly or\n     indirectly, offer, transfer, sell, assign, pledge,\n\n\n\n     hypothecate or otherwise dispose of any Class B Membership Interests or any\n     other securities issued or otherwise transferred to him pursuant to this\n     Agreement (whether as a distribution to the holders of Membership\n     Interests, in exchange for Membership Interests, in payment for Membership\n     Interests, on redemption of Membership Interests or otherwise)\n     (collectively, \"JM Interests\") (any such act being herein referred to as a\n     \"JM Transfer\") unless such JM Transfer complies with Sections 11.1 and 11.2\n     of this Agreement and (A) the JM Transfer is pursuant to an effective\n     registration statement under the Securities Act, and in compliance with\n     applicable provisions of State securities laws or (B) (I) counsel for JM\n     (which counsel shall be reasonably acceptable to the Management Committee)\n     shall have furnished the Management Committee with an opinion, reasonably\n     satisfactory in form and substance to the Management Committee, that no\n     such registration is required because of the availability of an exemption\n     from registration under the Securities Act and (II) if any transferee is a\n     citizen or resident of any country other than the United States, or JM\n     desires to effect any JM Transfer in any such country, counsel for JM\n     (which counsel shall be reasonably satisfactory to the Management\n     Committee) shall have furnished the Company with an opinion or other advice\n     reasonably satisfactory in form and substance to the Management Committee\n     to the effect that such transfer will comply with the securities laws of\n     such jurisdiction.\n\n         (b) JM acknowledges that he has been advised that (A) the JM Interests\n     have not been registered under the Securities Act, (B) JM Interests must be\n     held indefinitely and JM must continue to bear the economic risk of the\n     investment in JM Interests unless subsequently registered under the\n     Securities Act or an exemption from such registration is available, (C) it\n     is not anticipated that there will be any public market for the JM\n     Interests, (D) Rule 144 promulgated under the Securities Act is not\n     currently available with respect to the sales of any securities of the\n     Company, and the Company has made no covenant to make such Rule available,\n     (E) when and if JM Interests may be disposed of without registration in\n     reliance on Rule 144, such disposition can be made only in limited amounts\n     in accordance with the terms and conditions of such Rule, (F) if the Rule\n     144 exemption is not available, public sale without registration will\n     require compliance with Regulation D or some other exemption under the\n     Securities Act, and (G) a notation shall be made in the appropriate records\n     of the Company indicating that JM Interests are subject to restriction on\n     transfer.\n\n         (c) If any JM Interests are to be disposed of in accordance with Rule\n     144 under the Securities Act or otherwise, JM shall promptly notify the\n     Company of such intended disposition and shall deliver to the Company at or\n     prior to the time of such disposition such documentation as the Management\n     Committee may reasonably request in connection with such sale and, in the\n     case of a disposition pursuant to Rule 144, shall deliver to the Company an\n     executed copy of any notice on Form 144 required to be filed with the SEC.\n\n\n\n         (d) JM represents and warrants that he has been given the opportunity\n     to obtain any additional information or documents and to ask questions and\n     receive answers about such documents, the Company and the business and\n     prospects of the Company which he deems necessary to evaluate the merits\n     and risks related to his investment in the JM Interests and to verify such\n     information and has relied solely on such information.\n\n         (e) JM represents and warrants that (A) his financial condition is such\n     that he can afford to bear the economic risk of holding JM Interests for an\n     indefinite period of time and has adequate means for providing for his\n     current needs and personal contingencies, (B) he can afford to suffer a\n     complete loss of his investment, either directly or indirectly, in the JM\n     Interests, (C) he understands and has taken cognizance of all risk factors\n     related to the purchase of the JM Interests, and (D) his knowledge and\n     experience in financial and business matters are such that he is capable of\n     evaluating the merits and risks of his investment, either direct or\n     indirect, in the JM Interests as contemplated by this Agreement.\n\n         4.4 Title to Company Assets. Except as otherwise set forth herein or in\nany Ancillary Agreement all Company Assets, wherever located, will be owned by\nthe Company as an entity, and no Member, individually, will have, by reason of\nbeing a Member, any ownership of such assets. The Company may hold the Company\nAssets in its own name or in the name of a nominee, which may be a Member or an\nAffiliate thereof or any trustee or agent, agreed upon by the Members.\n\n\n                                    ARTICLE V\n\n                                   MANAGEMENT\n\n         5.1 Management by Managers. Except for situations in which the approval\nof Polo and the Media Representative is expressly required by Section 5.3, this\nAgreement, the Operating Agreement or by nonwaivable provisions of applicable\nlaw, (i) the powers of the Company will be exercised by or under the authority\nof, and the business and affairs of the Company will be managed under the\ndirection of, a committee of Managers (the \"Management Committee\"), and (ii) the\nday-to-day activities of the Company will be conducted by the CEO and the other\nOfficers, who will be agents of the Company.\n\n         5.2 Management Committee.\n\n         (a) Number; Composition. The number of Managers of the Company will be\na number agreed upon by Polo and the Media Representative from time to time.\nInitially, the number of Managers will be six. No Manager may be an Officer or\nemployee of the Company.\n\n         (b) Appointment of Managers. Polo, on the one hand, and the Media\n\n\n\nMembers, collectively, on the other hand, shall appoint an equal number of\nindividuals to serve as their representative Managers. The Media Members hereby\ninitially appoint James H. Schwab, Stuart Goldfarb and Marc Sznajderman as\nManagers (collectively, the \"Media Managers\"), and Polo hereby initially\nappoints F. Lance Isham, Douglas L. Williams and Victor Cohen as Managers\n(collectively, the \"Polo Managers\"). In addition, the CEO shall have a non-\nvoting seat on the Management Committee.\n\n         (c) Voting. For purposes of taking any action or voting on any matter\ncoming before the Management Committee, the Media Managers will collectively\nhave one vote and the Polo Managers will collectively have one vote.\n\n         (d) Quorum. At all meetings of the Management Committee, the presence\nin person, by telephone or by proxy at a meeting of at least one Media Manager\nand at least one Polo Manager will constitute a quorum at any meeting for the\ntransaction of business, unless a greater number is required by law.\n\n         (e) Required Vote for Action. All Management Committee actions will\nrequire the unanimous affirmative vote of the Media Managers and the Polo\nManagers voting in accordance with clause (c) above.\n\n         (f) Term. Each Manager will hold office until his or her successor has\nbeen appointed and qualified, or until the earlier of his or her death,\nresignation or removal as provided in this Agreement.\n\n         (g) Vacancy. Any vacancy occurring in the Managers may be filled only\nby the Class A Member, or by the Media Representative on behalf of the Media\nMembers, that originally appointed such Manager.\n\n         (h) Removal. Any Manager may be removed at any time, with or without\ncause, only by the Class A Member, or by the Media Representative on behalf of\nthe Media Members, that appointed such Manager.\n\n         (i) Resignation. Any Manager may resign at any time upon written notice\nto the Management Committee and Polo and the Media Representative. Such\nresignation will take effect at the time specified in the written notice or, if\nno time is specified therein, at the time of its receipt by Polo and the Media\nRepresentative; provided, however, that acceptance of a resignation will not be\nnecessary to make it effective, unless so expressly provided in the resignation.\n\n         5.3 Action Requiring Unanimous Vote of Polo Managers and the Media\nManagers; Unanimous Vote of the Class A Members.\n\n\n\n         (a) Unanimous Vote of the Managers. The following actions may be taken\nonly upon the unanimous affirmative vote of the Polo Managers and the Media\nManagers (voting in accordance with Section 5.2(c)) and upon such unanimous\nvote, the right, power and authority to take any of such actions may be\ndelegated to one or more Managers or Officers:\n\n         (i) any act by the Company in contravention of this Agreement, any\n     Ancillary Agreement or the Business Purpose;\n\n         (ii) amendment or modification to this Agreement, the Certificate of\n     Formation or any Ancillary Agreement other than as set forth in Section 2.6\n     of the Operating Agreement;\n\n         (iii) admission of additional Members or issuance of additional\n     Membership Interests or other equity securities, including any award of\n     equity to the Company's employees, excluding permitted transfers of\n     Membership Interests in accordance with Sections 3.12, 3.13, 3.14, 3.15 or\n     Article XI;\n\n         (iv) approval of any Business Plan (other than the Initial Plan) as\n     provided in Section 5.4 and any amendments to, or material deviations from,\n     or commitments that would cause material deviations therefrom, including\n     the making of, or any commitment to make, any individual or related group\n     of capital expenditures in excess of $75,000 above the amount(s) specified\n     in the then current Business Plan;\n\n         (v) declaration of Distributions to Members;\n\n         (vi) merger or consolidation into or with, or acquisition of all or\n     part of the business of, another Person;\n\n         (vii) liquidation, dissolution, winding up, voluntary bankruptcy or\n     insolvency of the Company;\n\n         (viii) sale, lease, transfer or other Disposition of any Company Asset\n     or group of Company Assets having a fair market value or a book value in\n     excess of $100,000 in any single transaction or series of related\n     transactions;\n\n         (ix) other actions which materially affect all or a substantial portion\n     of the Company Assets or the Business;\n\n         (x) issuance, purchase or redemption by the Company of any securities\n     of the Company and any change, increase or reduction in the capitalization\n     of the Company, including any Initial Public Offering;\n\n\n\n         (xi) incurrence or guarantee by the Company of indebtedness for money\n     borrowed, or incurrence of any obligation on behalf of the Company, or the\n     grant of any pledge, mortgage, security interest or other encumbrance of\n     any Company Asset, which would cause the aggregate of all such\n     indebtedness, obligations and security interests (without duplication of\n     amounts) to exceed $1,000,000, except for obligations incurred pursuant to\n     the then current Business Plan;\n\n         (xii) guarantee, assurance or undertaking of the performance of any\n     contract by any third party, any Member or any Affiliate of any Member;\n\n         (xiii) transactions between the Company, on the one hand, and the\n     Company's Affiliates (other than the Company's wholly-owned subsidiaries),\n     a Member or a Member's Affiliates, on the other hand, which involves an\n     aggregate amount in excess of $100,000 in any single transaction or series\n     of related transactions and which is not pursuant to the then current\n     Business Plan;\n\n         (xiv) entrance into, amendment, modification or termination of any\n     agreement or group of related agreements of the Company involving\n     consideration in excess of $100,000 other than in the ordinary course of\n     business or pursuant to the then current Business Plan or in accordance\n     with Section 2.6 of the Operating Agreement;\n\n         (xv) employment actions with respect to the hiring, termination and\n     compensation of the CEO and any other senior level officers other than\n     those referred to in Section 6.1, and approving, amending, modifying,\n     waiving, renewing, extending or terminating any employment agreement with\n     any employee (including Officers) of the Company which provides for annual\n     total compensation (including payment in kind and in equity interests) in\n     excess of $200,000;\n\n         (xvi) change of the Fiscal Year;\n\n         (xvii) change of the Auditors;\n\n         (xviii) requiring Additional Contributions by the Class A Members as\n     provided in Section 8.2;\n\n         (xix) approval of the annual audited and unaudited quarterly financial\n     statements of the Company;\n\n         (xx) the initiation, commencement or settlement of any material claim,\n     litigation or arbitration to which the Company is, or is to be, a party\n     (\"Litigation\") involving or potentially involving an amount in excess of\n     $250,000, except that (A) any\n\n\n\n     Litigation relating to the Marks shall not require the consent of, and\n     cannot be brought by, the Media Representative, subject to Section 3.1 of\n     the Operating Agreement and Section 5.3 of the License Agreement, and (B)\n     any Litigation brought by a Class A Member to enforce the rights of the\n     Company against another Member shall not require the consent of the Class A\n     Member against whom the Litigation is brought, it being understood that in\n     the event that the Company has a claim against Polo or one of the Media\n     Members, the Media Representative (in the case of a claim against Polo) or\n     Polo (in the case of a claim against any of the Media Members), shall have\n     the right to control the Company's enforcement of such claim;\n\n         (xxi) amending the Business Purpose or otherwise entering a line of\n     business not expressly contemplated by the terms of this Agreement or the\n     Operating Agreement; and\n\n         (xxii) any decision, or the entering into of any agreement, commitment\n     or arrangement, to effect any of the foregoing.\n\n         (b) Unanimous Vote of the Class A Members. The following actions may be\ntaken only upon the unanimous affirmative vote of the Class A Members, and upon\nsuch unanimous vote, the right, power and authority to take any of such actions\nmay be delegated to one or more Managers or Officers:\n\n         (i) amendment or modification to this Agreement, the Certificate of\n     Formation or any Ancillary Agreement other than as set forth in Section 2.6\n     of the Operating Agreement; and\n\n         (ii) merger or consolidation into or with, or acquisition of all or\n     part of the business of, another Person.\n\n         5.4 Business Plan.\n\n         (a) Not later than 45 days prior to the end of each Fiscal Year, the\nCEO shall present to the Management Committee a written business plan for the\nCompany for the following Fiscal Year (the \"Business Plan\"), which will include\na Budget for the following Fiscal Year, advertising and marketing plan and\nthree-year strategic plan with projected capital requirements. The Management\nCommittee shall review such Business Plan and its adoption will be subject to\nthe approval of the Management Committee in accordance with Section 5.2(e). The\nClass A Members shall use commercially reasonable efforts to agree to and adopt\nan \"Initial Business Plan\" within 90 days of the date of the Existing Agreement.\n\n         (b) In the event that Polo and the Media Representative are unable to\nreach agreement on the Budget for any Fiscal Year, the Class A Members agree\nthat the Company shall\n\n\n\noperate without interruption consistent with prudent management practices and in\na manner most likely to continue its operations in the ordinary course of\nbusiness consistent with past practice.\n\n         (c) In addition, the Management Committee shall adopt an operations\nmanual, which will set forth, in reasonable detail, procedures relating to sales\nprocessing, billing, returns and other similar matters, including ticketing\ninformation, purchase orders, invoices and sales slips (the \"Operations\nManual\"). To the extent any business materials utilize a Mark, use of such Mark\nshall be in accordance with the standards referred to in Sections 2.1(a) and\n2.3(d) of the Operating Agreement.\n\n         (d) Notwithstanding anything else set forth in this Section 5.4 or\nelsewhere in this Agreement or the Operating Agreement, the Budget for each year\nshall be required to include, and the Company shall be authorized to spend, all\namounts required by the Annual Advertising Obligation and all amounts required\nby the License Agreement.\n\n         5.5 Limitation on Management Committee Authority. Except as otherwise\nspecifically provided in this Agreement or the Operating Agreement or by\nagreement of Polo and the Media Representative, (i) no Manager or group of\nManagers will have any actual, implied or apparent authority to enter into\ncontracts on behalf of, or to otherwise bind, the Company, nor take any action\nor incur any obligation, liability, debt, cost or expense in the name of or on\nbehalf of the Company or conduct any business of the Company other than by\naction of the Management Committee taken in accordance with the provisions of\nthis Agreement, and (ii) no Manager will have the power or authority to delegate\nto any Person such Manager's rights and powers as a Manager to manage the\nbusiness and affairs of the Company.\n\n         5.6 Meetings of the Management Committee. The Management Committee may\nmeet from time to time but will meet at least quarterly to discuss generally the\nbusiness of the Company. Meetings of the Management Committee may be called by\neither Polo or the Media Representative. The Class A Member calling any meeting\nwill cause notice to be given of such meeting, including therein the time, date\nand place of such meeting, to each Manager at least two Business Days before\nsuch meeting. The business to be transacted at, or the purpose of, any meeting\nof the Management Committee will be specified in the notice. Attendance of a\nManager at any meeting will constitute a waiver of notice of such meeting,\nexcept where a Manager attends a meeting for the express purpose of objecting to\nthe transaction of any business on the ground that the meeting is not lawfully\ncalled or convened. All meetings of the Management Committee may be held either\nwithin or without the State of Delaware at such place or places as determined\nfrom time to time by the Managers. If a quorum is not present in person, by\ntelephone or by proxy at any meeting of the Management Committee, the Managers\npresent in person, by telephone or by proxy at the meeting may adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present in person, by telephone or by proxy.\n\n\n\n         5.7 Methods of Voting; Proxies. A Manager may vote either in person, by\ntelephone or by proxy executed in writing by such Manager, provided, however,\nthat the Person designated to act as proxy is a Manager. A photocopy, facsimile\nor similar reproduction of a writing executed by a Manager will be treated as an\nexecution in writing for purposes of this Section 5.7. Proxies for use at any\nmeeting of the Management Committee or in connection with the taking of any\naction by written consent will be filed with the Management Committee, before or\nat the time of the meeting or execution of the written consent, as the case may\nbe. No proxy will be valid after 30 calendar days from the date of its execution\nunless otherwise provided in the proxy. A proxy will be revocable unless the\nproxy form conspicuously states that the proxy is irrevocable and the proxy is\ncoupled with an interest. A proxy may designate only one Manager to act as\nproxy.\n\n         5.8 Order of Business. The Management Committee may adopt such rules\nand procedures relating to its activities as it may deem appropriate, provided\nthat such rules and procedures are not inconsistent with or do not violate the\nprovisions of this Agreement, and provided that such rules and procedures permit\ntelephonic meetings and provided that one Media Manager and one Polo Manager\nwill be required to attend Management Committee meetings for a quorum to be\npresent. The secretary of the meeting shall prepare minutes of the meeting and\nplace a copy thereof in the minute books of the Company. A copy of the minutes\nof the meeting will be delivered promptly to each Manager and each Member.\n\n         5.9 Actions Without a Meeting. Any action required or permitted to be\ntaken at a meeting of the Management Committee may be taken without a meeting,\nwithout notice and without a vote, if a consent in writing, setting forth the\naction so taken, is signed by one Media Manager and one Polo Manager. Such\nconsent will have the same force and effect, as of the date stated therein, as a\nvote of the Managers and may be stated as such in any document or instrument\nfiled with the Secretary of State of the State of Delaware or in any certificate\nor other document delivered to any person or entity. The signed consent will be\nplaced in the minute book of the Company.\n\n         5.10 Telephone and Similar Meetings. The Managers may participate in\nand hold meetings by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other. Such participation in any such meeting will constitute presence in\nperson at such meeting, except where a Person participates in such meeting for\nthe express purpose of objecting to the transaction of any business on the\nground that such meeting is not lawfully called or convened.\n\n         5.11 Compensation of Managers. Managers will not receive any salary for\ntheir services.\n\n         5.12 Media Representative. No action required to be taken (including\nthe\n\n\n\ngranting or denial of any required consent or approval) by the Media\nRepresentative hereunder shall be unreasonably delayed because of the need of\nthe Media Representative to consult with the Media Members. The Media\nRepresentative has delivered (or will deliver, to the extent any such\nagreements, arrangements or understandings are entered into or modified after\nthe date of this Agreement) to Polo copies or summaries of the provisions of any\nagreements, arrangements or understandings in place among any of the Media\nMembers and\/or the Media Representative with respect to the exercise of any of\ntheir respective governance or consent rights or obligations hereunder.\n\n         5.13 Waiver of Certain Claims. Each Member hereby agrees, on behalf of\nitself and its Affiliates, to waive and to release and hold harmless any\nofficers or employees of any of the Members, or any individuals serving at the\nrequest of any of the foregoing, who serve as Managers of the Company from any\nliability whatsoever in respect of any alleged breach of fiduciary duty in the\ndischarge of such persons' duties as Managers of the Company.\n\n\n                                   ARTICLE VI\n\n                                    OFFICERS\n\n         6.1 Designation Term; Qualifications. Subject to Section 5.3, Polo and\nthe Media Representative together, or the Management Committee may, from time to\ntime, designate and appoint the chief executive officer of the Company (\"CEO\").\nThe CEO so designated will have the authority to retain executive-level officers\nand employees of the Company (the \"Officers\"); provided, however, that with\nrespect to the Vice President of Public Relations, the Vice President of\nAdvertising &amp; Marketing and the Vice President of Merchandising (i) Polo shall\npropose to the CEO a number of qualified individuals for those positions (which\nmay involve combining two positions), (ii) the CEO shall then choose among the\nnominated individuals the persons most qualified for the positions of Vice\nPresident of Public Relations, Vice President of Advertising &amp; Marketing and\nVice President of Merchandising that he will then recommend to the Media\nRepresentative, and (iii) the Media Representative's consent shall be required\nfor each such individual's appointment, which consent shall not be unreasonably\nwithheld; provided, further, that with respect to the chief financial officer\n(\"CFO\") (A) the Media Representative shall propose to the CEO a number of\nqualified individuals for the position of CFO, (B) the CEO shall then choose\namong the nominated individuals the persons most qualified for the position of\nCFO that he will then recommend to Polo, and (C) Polo's consent shall be\nrequired for such individual's appointment, which consent shall not be\nunreasonably withheld. Any Officer so designated will have such authority and\nperform such duties as Polo and the Media Representative together or the\nManagement Committee may, from time to time, delegate to them. Polo and the\nMedia Representative together or the Management Committee may assign titles to\nparticular Officers, and the assignment of such title will constitute the\n\n\n\ndelegation to such Officer of the authority and duties that are normally\nassociated with such office in a corporation for profit incorporated under the\nGeneral Corporation Law of the State of Delaware, subject to any specific\ndelegation of authority and duties made to such Officer by Polo and the Media\nRepresentative together or the Management Committee pursuant to this Section\n6.1. Each Officer will hold office for the term for which such Officer is\ndesignated and until such Officer's successor is duly designated and qualified\nor until the earlier of such Officer's death, resignation or removal as provided\nin this Agreement. Any person may hold any number of offices. An Officer need\nnot be a Delaware resident or a United States citizen. All Officers will be\nnatural persons. Designation of a person as an Officer of the Company will\nnot\\of itself create any contract rights.\n\n         6.2 Chief Executive Officer. Subject to the supervision and authority\nof Polo, the Media Representative and the Management Committee, the CEO (i) will\nbe the chief executive officer of the Company, (ii) will have responsibility and\nauthority for management of the day-to-day operations of the Company in a manner\ngenerally consistent with the Business Plan and the Business Purpose and in the\nbest interests of the Company, independent of the separate business interests of\nthe Members, (iii) will keep the Class A Members informed of the affairs of the\nCompany, (iv) subject to Section 6.1, will retain and terminate Officers and (v)\nwill be empowered to and will engage in all appropriate and necessary activities\nto accomplish the purposes of the Company as set forth herein. Polo and the\nMedia Representative shall cause the Company to employ at all times as Chief\nExecutive Officer an individual with suitable qualifications and experience in\nthe operation of an e-commerce operation such as the Site, and, if reasonably\npossible, in the operation of a direct marketing vehicle such as the Catalog, it\nbeing understood that if the CEO does not have sufficient experience in the\noperation of a direct marketing vehicle, the Company shall hire an executive to\nbe responsible for such operations who does.\n\n         6.3 Chief Financial Officer. Subject to the supervision and authority\nof Polo, the Media Representative and the CEO, the CFO will keep and maintain,\nor cause to be kept and maintained, adequate and correct books and records of\naccounts, of the properties and business transactions of the Company, including\naccounts of its assets, liabilities, receipts, disbursements, gains, losses,\ncapital and Membership Interests. The CFO will perform all the duties incident\nto the office of chief financial officer and such other duties as from time to\ntime may be assigned to the CFO.\n\n         6.4 Vice President. The CEO shall appoint one or more Vice Presidents\nof the Company (a \"Vice President\"), except as provided in Sections 5.3(xv) and\n6.1. Each Vice President will have such powers and duties as generally pertain\nto the office of Vice President and as the CEO or the Management Committee may\nfrom time to time prescribe.\n\n         6.5 Secretary. The CEO shall appoint a secretary of the Company (the\n\n\n\n\"Secretary\"). The Secretary, at the direction of the CEO and the Management\nCommittee, will prepare and distribute to each Manager an agenda in advance of\neach meeting and will prepare and distribute to each Manager and each Class A\nMember written minutes of all meetings of the Management Committee and the Class\nA Members. The Secretary also will be responsible for preparing and distributing\nto the Managers and the Class A Members any notices received by the Company or\notherwise called for by this Agreement or the Operating Agreement to be given by\nthe Company.\n\n         6.6 Treasurer. The CEO shall appoint a treasurer of the Company (the\n\"Treasurer\"). Subject to the supervision and authority of the CEO and the\nManagement Committee, the Treasurer will (i) have charge of and be responsible\nfor the receipt, disbursement and safekeeping of funds and securities of the\nCompany, (ii) deposit all funds of the Company in the name of the Company in\nsuch banks, trust companies or other depositories as directed by the Management\nCommittee and (iii) perform all the duties incident to the office of treasurer\nand such other duties as from time to time may be assigned to the Treasurer.\n\n         6.7 Other Officers. The Management Committee may designate any other\nOfficers of the Company, including one or more Assistant Secretaries and one or\nmore Assistant Treasurers, who will exercise the powers and will perform the\nduties incident to their offices, subject to the direction of the Management\nCommittee.\n\n         6.8 Removal and Resignation. Any Officer may be removed as such, with\nor without cause, by the CEO or the Management Committee whenever in his or\ntheir judgment the best interests of the Company will be served thereby. Any\nOfficer may resign as such at any time upon written notice to the Management\nCommittee, and in the case of the CEO only, to Polo and the Media\nRepresentative. Such resignation will take effect at the time specified in the\nwritten notice or, if no time is specified therein, at the time of its receipt\nby Polo and the Media Representative or the CEO, as the case may be. The\nacceptance of a resignation will not be necessary to make it effective, unless\nexpressly so provided in the resignation.\n\n         6.9 Vacancies. Subject to Section 6.1, any vacancy occurring in any\noffice of the Company may be filled by the CEO.\n\n         6.10 Duties. The Officers shall manage the Company's business\nactivities in the Company's best interests.\n\n\n                                   ARTICLE VII\n\n                           MEETINGS OF CLASS A MEMBERS\n\n         7.1 Meetings of Class A Members. A meeting of the Class A Members may\n\n\n\nbe called at any time by Polo or the Media Representative to vote on, or to\nobtain consent for, any action which, pursuant to this Agreement or the\nOperating Agreement, permits or requires a vote or consent of Polo and the Media\nRepresentative or Polo and the Media Members. The Class A Members will meet at\nleast once in each Fiscal Year.\n\n         7.2 Place of Meetings of Class A Members. Unless the date, time, and\nplace of the meeting is designated by either Polo or the Media Representative\ncalling a meeting, such meeting will be held at the principal office of the\nCompany.\n\n         7.3 Notice of Meetings of Class A Members.\n\n         (a) Except as otherwise provided by law, written or printed notice\nstating the date, time and place of each meeting of the Class A Members, and the\npurpose or purposes for which the meeting is called, will be given to each Class\nA Member not less than five Business Days before the date of the meeting.\n\n         (b) Any notice to be given to the Class A Members for any Meeting will\nbe deemed to be waived by any party who (i) attends such Meeting without\nprotesting prior thereto or at its commencement the lack of notice to such Class\nA Member or (ii) submits a signed waiver of notice whether before or after such\nMeeting, which waiver of notice may be delivered by proxy.\n\n         7.4 Fixing of Record Date. For purposes of determining the Class A\nMembers entitled to notice of or to vote at any meeting of Class A Members or\nany adjournment thereof, or Class A Members entitled to receive payment of any\nDistribution, or in order to make a determination of Class A Members for any\nother proper purpose, the date on which notice of the meeting is delivered or\nmailed or the date on which the resolution declaring such Distribution or\nrelating to such other purpose is adopted, as the case may be, will be the\nrecord date for such determination of Class A Members. When a determination of\nClass A Members entitled to vote at any meeting of Class A Members has been made\nas provided in this Section, such determination will apply to any adjournment\nthereof.\n\n         7.5 Quorum. A quorum will be present at any meeting of the Class A\nMembers if the holders of 80% of Class A Membership Interests are represented at\nthe meeting in person or by proxy. Once a quorum is present at the meeting of\nthe Class A Members, the Class A Members represented in person or by proxy and\nentitled to vote at the meeting may conduct such business as properly may be\nbrought before the meeting until it is adjourned, and the subsequent withdrawal\nfrom the meeting of any Class A Member prior to adjournment or the refusal of\nany Class A Member to vote will not affect the presence of a quorum at the\nmeeting. If, however, such quorum is not present at any meeting of the Class A\nMembers, the Class A Members represented in person or by proxy and entitled to\nvote at such meeting will have the power to adjourn the meeting from time to\ntime, without notice other than announcement at the\n\n\n\nmeeting, until all Class A Members are present or represented.\n\n         7.6 Methods of Voting; Proxies. A Class A Member, or the Media\nRepresentative on behalf of the Media Members, may vote either in person, by\ntelephone or by proxy executed in writing by the Class A Member or the Media\nRepresentative on behalf of the Media Members. A photocopy, facsimile or similar\nreproduction of a writing executed by a Class A Member, or the Media\nRepresentative on behalf of the Media Members, will be treated as an execution\nin writing for purposes of this Section 7.6. Proxies for use at any meeting of\nClass A Members or in connection with the taking of any action by written\nconsent will be filed with the Management Committee, before or at the time of\nthe meeting or execution of the written consent, as the case may be. All proxies\nwill be received and taken charge of and all ballots will be received and\ncanvassed by the Management Committee, which will decide all questions touching\nupon the qualification of voters, the validity of the proxies, and the\nacceptance or rejection of votes. No proxy will be valid after 11 months from\nthe date of its execution unless otherwise provided in the proxy. A proxy will\nbe revocable unless the proxy form conspicuously states that the proxy is\nirrevocable and the proxy is coupled with an interest. A proxy may designate\nonly one Person to act as proxy.\n\n         7.7 Conduct of Meetings. Meetings of the Class A Members may be\npresided over by a chairman of the meeting, who may be designated by the Class A\nMember who called such meeting. Such chairman of the meeting shall determine the\norder of business and the procedure at the meeting, including regulation of the\nmanner of voting and the conduct of discussion.\n\n         7.8 Voting on Matters. Each Class A Member will be entitled to vote at\nany meeting of the Class A Members in person or by proxy. Each Class A Member\nshall be entitled to vote its percentage interest in the Company in accordance\nwith its Sharing Ratio as set forth in Exhibit A. For purposes of voting on\nmatters, at any meeting of the Class A Members at which a quorum is present, the\nact of the Class A Members will be the affirmative vote of 80% of the Class A\nMembership Interests represented in person, by telephone or by proxy at such\nmeeting.\n\n         7.9 Registered Members. The Company will be entitled to treat the\nholder of record of any Class A Membership Interest as the holder in fact of\nsuch Class A Membership Interest for all purposes, and, accordingly, will not be\nbound to recognize any equitable or other claim to interest in such Class A\nMembership Interest on the part of any other Person, whether or not the Company\nhas express or other notice of such claim or interest, except as expressly\nprovided in this Agreement or the laws of the State of Delaware.\n\n         7.10 Actions Without a Meeting.\n\n         (a) Except as otherwise provided by law or by the Certificate of\nFormation,\n\n\n\nany action required or permitted to be taken, or which may be taken, by law or\nthe Certificate of Formation or this Agreement or the Operating Agreement, at\nany meeting of Class A Members, may be taken without a meeting, without prior\nnotice and without a vote, if a consent or consents in writing, setting forth\nthe action so taken, is signed by the holder or holders of Class A Membership\nInterests constituting not less than the minimum amount of Class A Membership\nInterests that would be necessary to authorize or take such action at a meeting\nat which the holders of all Class A Membership Interests entitled to vote on the\naction were present and voted. Every written consent will bear the date of\nsignature of each Class A Member who signs the consent. The signed consent or\nconsents of Class A Members will be placed in the minute book of the Company.\nThe record date for determining Class A Members entitled to take action without\na meeting will be the date the first Class A Member signs a written consent. A\nphotocopy, facsimile or similar reproduction of a writing signed by a Class A\nMember will be regarded as signed by the Class A Member for purposes of this\nSection 7.10.\n\n         (b) If any action by Class A Members is taken by written consent, any\narticles or documents filed with the Secretary of State of the State of Delaware\nas a result of the taking of the action will state, in lieu of any statement\nrequired by applicable law concerning any vote of Class A Members, that written\nconsent has been given in accordance with the provisions of applicable law and\nthat any written notice required by applicable law has been given.\n\n         7.11 Telephone and Similar Meetings. The Class A Members may\nparticipate in and hold meetings by means of conference telephone or similar\ncommunications equipment by means of which all Persons participating in the\nmeeting can hear each other. Participation in any such meeting will constitute\npresence in person at such meeting, except where a Person participates in such\nmeeting for the express purpose of objecting to the transaction of any business\non the ground that such meeting is not lawfully called or convened.\n\n\n                                  ARTICLE VIII\n\n                         CONTRIBUTIONS; CAPITAL ACCOUNTS\n\n         8.1 Initial Contributions.\n\n         (a) On the Closing Date, concurrently with the execution of the\nExisting Agreement, ValueVision contributed to the Company and the Company\nreceived an amount in cash equal to $10,000,000 (the \"ValueVision Initial\nCapital Contribution\").\n\n         No Member will have the right to withdraw or be repaid any Capital\nContribution, except as provided in this Agreement.\n\n         (b) As of the date of this Agreement, the Sharing Ratio of each Member\nin the Company shall be as set forth on Exhibit A.\n\n\n\n         8.2 Additional Contributions.\n\n         (a) ValueVision shall make additional Capital Contributions in cash, in\naddition to the ValueVision Initial Capital Contribution (\"ValueVision\nAdditional Contributions\"), consistent with the Business Plan (except as may\notherwise be agreed to by the Class A Members) as may be requested by the CEO in\nwriting (stating that in the CEO's business judgment further cash contributions\nin the amount specified are reasonably required by the Company under the current\nBusiness Plan and that such amounts will be used in accordance with the current\nBusiness Plan) at any time and from time to time upon not less than 20 days\nprior notice to ValueVision; provided, however, that in no event shall the\nValueVision Initial Capital Contribution and the aggregate ValueVision\nAdditional Contribution(s) total more than $50 million. If the Class A Members\nagree to make any Additional Contributions to the Company, the Class A Members'\nrespective amount of the proposed Additional Contribution shall be funded by the\nClass A Members in proportion to their respective Sharing Ratios on the fifth\nBusiness Day following such agreement; provided, that a new class of units will\nbe issued to reflect the additional contribution by such Class A Members and\nsuch new class will be assigned a Distribution Interest in accordance with\nSection 9.7(a)(iv). Any such new class shall have substantially the same rights,\npreferences and obligations hereunder as the Class A Membership Interests and\nshall vote with the Class A Membership Interests on all matters to be voted on\nby the Class A Members. Any new class shall not have the right to a separate\nclass vote with respect to any matters whatsoever. Any such Additional\nContribution agreed to by the Class A Members shall not reduce the ValueVision\nCommitment.\n\n         (b) None of the Members will be obligated to make Additional\nContributions other than as set forth herein.\n\n         8.3 Enforcement of Commitments. In the event any Class A Member fails\nto perform its Commitment, the Management Committee shall give such Delinquent\nMember a notice of such failure. If the Delinquent Member fails to perform the\nCommitment (including the payment of any costs associated with the failure and\ninterest at the Default Interest Rate) within ten Business Days of the giving of\nsuch notice, the Management Committee and\/or the non-delinquent Member may take\nsuch action as deemed appropriate, including enforcing the Commitment in the\ncourt of appropriate jurisdiction in the state in which the Principal Office is\nlocated or the state of the Delinquent Member's address as reflected in this\nAgreement. Each Class A Member expressly agrees to the jurisdiction of such\ncourts but only for purposes of such enforcement.\n\n         8.4 Maintenance of Capital Accounts.\n\n         A separate capital account shall be maintained for each Member\nthroughout the term of the Company in accordance with the rules of Section\n1.704-1(b)(2)(iv) of the Regulations\n\n\n\nas in effect from time to time, and, to the extent not inconsistent therewith,\nto which the following provisions apply:\n\n         (a) To each Member's Capital Account there will be credited (i) the\n     amount of money contributed by such Member to the Company (including\n     liabilities of the Company assumed by such Member as provided in Section\n     1.704-1(b)(2)(iv)(c) of the Regulations); (ii) the fair market value of any\n     property contributed to the Company by such Member (net of liabilities\n     secured by such contributed property that the Company is considered to\n     assume or take subject to under Section 752 of the Code); and (iii) such\n     Member's share of Profits and items of income and gain that are specially\n     allocated to such Member pursuant to Section 9.4 hereof or otherwise\n     pursuant to this Agreement (other than items of income or gain allocated\n     pursuant to Section 9.6(b)).\n\n         (b) To each Member's Capital Account there will be debited (i) the\n     amount of money distributed by the Company to such Member other than\n     amounts which are in repayment of debt obligations of the Company to such\n     Member; (ii) the fair market value of property distributed to such Member\n     (net of liabilities secured by such distributed property that such Member\n     is considered to assume or take subject to under Section 752 of the Code);\n     (iii) such Member's share of Losses or items of loss or deduction that are\n     specially allocated pursuant to Section 9.4 hereof or otherwise pursuant to\n     this Agreement (other than items of loss or deduction allocated pursuant to\n     Section 9.6(b)); and (iv) such Member's share of any excess of depreciation\n     or amortization expense reflected in the Company's financial statements\n     prepared in accordance with generally accepted accounting principles over\n     such Member's share under Section 9.6(b) of the corresponding depreciation\n     or amortization expense allowable for federal income tax purposes with\n     respect to the related property.\n\n         (c) The Capital Account of a transferee Member will include the\n     appropriate portion of the Capital Account of the Members from whom the\n     transferee Member's interest was obtained.\n\n         (d) The foregoing provisions and the other provisions of this Agreement\n     relating to the maintenance of Capital Accounts are intended to comply with\n     Section 1.704-1(b) of the Regulations, and will be interpreted and applied\n     in a manner consistent with such Regulations. Consistent with the Members'\n     intention of maintaining Capital Accounts in a manner consistent with the\n     principles of Section 1.704-1(b) of the Regulations, the value of any\n     Property (other than cash) (i) contributed to the Company by a Member, (ii)\n     distributed to a Member from the Company or (iii) owned by the Company and\n     subject to a revaluation upon the occurrence of certain events shall be the\n     fair market value of such Property (net of liabilities secured by such\n     property that the Company or such Member, as the case may be, is considered\n     to assume or take subject to\n\n\n\n     under Section 752 of the Code) on the date of contribution, distribution or\n     revaluation, as applicable.\n\n         8.5 No Obligation to Restore Deficit Balance. Except as required by law\nor as otherwise provided in this Agreement, no Member will be required to\nrestore any deficit balance in its Capital Account.\n\n         8.6 Withdrawal; Successors. A Member will not be entitled to withdraw\nany part of its Capital Account or to receive any distribution from the Company,\nexcept as specifically provided in this Agreement, and no Member will be\nentitled to or required to make any capital contribution to the Company other\nthan the Commitments. Any Member, including any additional or substitute Member,\nwho receives an interest in the Company or whose interest in the Company is\nincreased by means of a transfer to it of all or part of the interest of another\nMember, will have a Capital Account with respect to such interest initially\nequal to the Capital Account with respect to such interest of the Member from\nwhom such interest is acquired.\n\n         8.7 Interest. No Member will be entitled to interest on such Member's\nCapital Contribution or on any Profits retained by the Company.\n\n         8.8 Investment of Capital Contributions. The cash portion of the\nCapital Contributions of the Class A Members will be invested by the Management\nCommittee in demand, money market or time deposits, obligations, securities,\ninvestments or other instruments constituting cash equivalents, until such time\nas such funds are used by the Management Committee for Company purposes. Such\ninvestments will be made by the Management Committee for the benefit of the\nCompany.\n\n         8.9 Advances to the Company. Except with the express written consent of\nPolo, in the case of the Media Members, or the Media Representative, in the case\nof Polo, no Member may make loans or advance funds to the Company other than the\nValueVision Initial Capital Contribution, the ValueVision Additional\nContributions and any Additional Contributions required to be contributed to the\nCompany pursuant to this Agreement.\n\n         8.10 Initial Public Offering. In the event that Polo and the Media\nRepresentative agree in accordance with Section 5.3, or the Media Representative\ndetermines in accordance with Section 3.16, to conduct an Initial Public\nOffering, Polo shall have the right to increase its total equity investment in\nthe Company by contribution, by way of conversion, of a portion of its royalty\nunder the License Agreement into additional equity in the Company. The amount of\nsuch additional equity shall be calculated, taking into account the valuation of\nthe Company for purposes of the Initial Public Offering and the totality of the\ncircumstances, by a reputable, nationally recognized investment banking firm\nchosen by Polo and the Media Representative in good faith at the time of such\nconversion; provided, however, if Polo and the Media Representative are unable\nto agree on the selection of an investment banking firm, each\n\n\n\nparty shall appoint one nationally recognized investment banking firm, each of\nwhich shall select a third investment banking firm, which shall calculate the\namount of additional equity. All costs associated with the valuation process\nshall be paid by the Company.\n\n         In order to effect the foregoing, Polo shall have the right to require\nthe Company to agree to an amendment of the License Agreement in which the\nroyalty is reduced in accordance with the foregoing procedure. Polo shall have\n30 days after the determination by the Company or, in the case of Section 3.16,\nthe Media Representative, to conduct an Initial Public Offering in accordance\nwith this Agreement to exercise its conversion option. If Polo exercises its\nconversion option, the closing with respect to such exercise shall take place no\nearlier than the consummation of the Initial Public Offering.\n\n\n                                   ARTICLE IX\n\n                          ALLOCATIONS AND DISTRIBUTIONS\n\n         9.1 Profits and Losses. Profits and Losses, and each item of Company\nincome, gain, loss, deduction, credit and tax preference with respect thereto,\nfor each Fiscal Year (or shorter period in respect of which such items are to be\nallocated) will be allocated among the Members as provided in Sections 9.2\nthrough 9.6 for tax accounting purposes.\n\n         9.2 Profits. After giving effect to the special allocations set forth\nin Section 9.4, the allocation of Profits for any Fiscal Year will be allocated\namong the Members in the following order of priority:\n\n         (i) first, 100% to the Class A Members pro rata in proportion to their\n     relative Sharing Ratios until the aggregate amount of Profits previously\n     allocated to such Class A Members pursuant to this Section 9.2 minus the\n     sum of (y) the aggregate amount of Losses previously allocated to such\n     Members pursuant to Section 9.3 plus (z) the aggregate amount of\n     distributions previously made to such Members pursuant to Section 9.7(c)\n     equals $400,000,000;\n\n         (ii) thereafter, to the Class A Members, Class B Members and Class C\n     Members pro rata in proportion to their respective Sharing Ratios; and\n\n         (iii) notwithstanding clause (i) and (ii) above, if there is an Initial\n     Public Offering, sale or other disposition of substantially all of the\n     assets of the Company or a liquidation of the Company pursuant to Article\n     XII, Profits shall be allocated (x) first, to Polo until the ratio of\n     Polo's Capital Account balance to the sum of the Members' Capital Account\n     balances equals Polo's Sharing Ratio, (y) second, to the Class A Members\n     pro\n\n\n\n     rata in proportion to their respective Sharing Ratios (provided that, for\n     purposes of this clause (y), Profits shall be reallocated among the\n     Original Media Members so as to cause, as nearly as possible, the balances\n     in such entities' Capital Accounts to bear the same ratios to one another\n     as do such entities' respective Sharing Ratios) until the sum of the\n     Capital Account balances of the Class A Members plus distributions to such\n     Class A Members pursuant to Section 9.7(a) equals $400,000,000 and (z)\n     thereafter, to the Class A Members, Class B Members and Class C Members pro\n     rata in proportion to their respective Sharing Ratios.\n\n         9.3 Losses. After giving effect to the special allocations set forth in\nSection 9.4, Losses will be allocated (i) first, so as to cause, as nearly as\npossible, the balances in the Class A Members' respective Capital Accounts to\nbear the same ratios to one another as do the Members' respective Sharing Ratios\nand (ii) second, to the extent any Class A Member, Class B Member or Class C\nMember has a positive Capital Account balance, to such Class A Members, Class B\nMembers and Class C Members pro rata in accordance with such Members' respective\nSharing Ratios.\n\n         9.4 Special Allocations. The following special allocations will be\nmade:\n\n         (a) Qualified Income Offset. In the event any Member unexpectedly\n     receives any adjustments, allocations or distributions described in Section\n     1.704-l(b)(2)(ii)(d)(4), Section 1.704-l(b)(2)(ii)(d)(5), or Section\n     1.704-l(b)(2)(ii)(d)(6) of the Regulations, items of Company income and\n     gain will be specially allocated to the Member in an amount and manner\n     sufficient to eliminate, to the extent required by the Regulations, the\n     Adjusted Capital Account Deficit of the Member as quickly as possible,\n     provided that an allocation pursuant to this Section 9.4(a) will be made\n     only if and to the extent that the Member would have an Adjusted Capital\n     Account Deficit after all other allocations provided for in this Article IX\n     have been tentatively made as if this Section 9.4(a) were not in this\n     Agreement.\n\n         (b) Gross Income Allocation. In the event any Member has a deficit\n     Capital Account at the end of any Fiscal Year which is in excess of the sum\n     of the amounts such Member is deemed to be obligated to restore pursuant to\n     the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of\n     the Regulations, each such Member will be specially allocated items of\n     Company income and gain in the amount of such excess as quickly as\n     possible, provided that an allocation pursuant to this Section 9.4(b) will\n     be made only if and to the extent that such Member would have a deficit\n     Capital Account in excess of such sum after all other allocations provided\n     for in this Article IX have been made as if Section 9.4(a) and this Section\n     9.4(b) were not in this Agreement.\n\n         (c) Curative Allocations. The allocations set forth in Sections 9.4 (a)\n     and (b)\n\n\n\n     (the \"Regulatory Allocations\") are intended to comply with certain\n     requirements of the Regulations. It is the intent of the Members that, to\n     the extent possible, all Regulatory Allocations will be offset either with\n     other Regulatory Allocations or with special allocations of other items of\n     Company income, gain, loss, or deduction pursuant to this Section 9.4(c).\n     Therefore, notwithstanding any other provision of this Article IX (other\n     than the Regulatory Allocations), the Managers may make such offsetting\n     special allocations of Company income, gain, loss or deduction in any\n     manner they determine appropriate so that, after such offsetting\n     allocations are made, each Member's Capital Account balance is, to the\n     extent possible, equal to the Capital Account balance such Member would\n     have had if the Regulatory Allocations were not part of this Agreement.\n\n         (d) Elective Gross Allocations. The Members will have the ability to\n     make reasonable allocations of Company income and expense (including,\n     without limitation, amortization deductions under Section 195 of the Code)\n     pursuant to Section 9.3 and the proviso of Section 9.2 in order to cause\n     the balances in the Members' respective Capital Accounts to bear the same\n     ratio to one another as do the Members' respective Sharing Ratios.\n\n         (e) Subsequent Adjustments to Income.\n\n                  (i) To the extent, if any, that the taxable income of a Member\n         is deemed to be increased by any taxing authority pursuant to Section\n         482 of the Code or other similar provision (other than an increase\n         described in subsection (ii) below), then the correlative deduction\n         shall be specially allocated to such Member.\n\n                  (ii) To the extent, if any that the taxable income of Polo\n         arising out of a transfer of inventory to the Partnership is increased,\n         directly or indirectly, by any taxing authority pursuant to Section 482\n         of the Code or other similar provision and such adjustment or\n         reallocation results in increased cost-of-goods-sold with respect to\n         such inventory, then income or gain of the Partnership upon the sale or\n         disposition of such inventory shall be specially allocated to the\n         Members other than Polo (in a manner consistent with the profit\n         allocations set forth in Section 9.2 of this Agreement) to the extent\n         of such deemed increase. If there are insufficient items of income or\n         gain attributable to such inventory sale or disposition to specially\n         allocate to the Members other than Polo an amount of income or gain\n         equal to the amount of such Section 482 adjustment, then any other\n         Company items of income or gain for such taxable year shall be\n         specially allocated to such Members to the extent of such shortfall.\n\n         9.5 Other Allocation Rules.\n\n\n\n         (a) The allocation provisions set forth in this Article IX are intended\nto comply with Regulations Section 1.704-1(b) and shall be interpreted and\napplied in a manner consistent with such Regulations (including the \"minimum\ngain chargeback\" provisions set forth in Regulations Sections 1.704-2(f) and\n1.704-2(i)(4)).\n\n         (b) For purposes of determining the Profits, Losses, or any other item\nallocable to any period (including allocations to take into account any changes\nin any Member's Sharing Ratio during a Fiscal Year and any transfer of any\ninterest in the Company), Profits, Losses, and any such other item will be\ndetermined on a daily, monthly, or other basis, as determined by the Managers\nusing any permissible method under Section 706 of the Code and the Regulations\nthereunder.\n\n         (c) Except as otherwise provided in this Article IX, an allocation of\nProfits or Losses to a Member will be treated as an allocation to such Member of\nthe same share of each item of income, gain, loss and deduction taken into\naccount in computing such Profits or Losses.\n\n         (d) For purposes of determining the character (as ordinary income or\ncapital gain) of any Profits allocated to the Members pursuant to this Article\nIX, such portion of Profits that is treated as ordinary income attributable to\nthe recapture of depreciation, to the extent possible, will be allocated among\nthe Members in the proportion which (i) the amount of depreciation previously\nallocated to each Member bears to (ii) the total of such depreciation allocated\nto all Members. This Section 9.5(d) will not alter the amount of allocations\namong the Members pursuant to this Article IX, but merely the character of\nincome so allocated.\n\n         (e) The allocation of Profits and Losses to any Member will\nappropriately reflect adjustments required as a result of any Section 754\nelection filed on behalf of the Company.\n\n         9.6 Tax Allocations.\n\n         (a) General Rules. Except as otherwise provided in Section 9.6(b), for\neach fiscal period, items of the Company's income, gain, loss, deduction and\nexpense shall be allocated, for federal, state and local income tax purposes,\namong the Members in the same manner as the Profits (and items thereof) or\nLosses (and items thereof) of which such items are components were allocated\npursuant to this Article IX.\n\n         (b) Mandatory Allocations Under Code Section 704(c). Income, gains,\nlosses and deductions with respect to any property (other than cash) contributed\nor deemed contributed to the capital of the Company shall, solely for income tax\npurposes, be allocated among the Members so as to take account of any variation\nbetween the adjusted basis of such property to the Company for federal income\ntax purposes and its fair market value at the time of the contribution or deemed\ncontribution in accordance with Section 704(c) of the Code and the\n\n\n\nTreasury regulations promulgated thereunder. If there is a revaluation of\nproperty pursuant to Section 8.4(d) hereof, subsequent allocations of income,\ngains, losses or deductions with respect to such property shall be allocated\namong the Members so as to take account of any variation between the adjusted\ntax basis of such property to the Company for federal income tax purposes and\nits fair market value in accordance with Section 704(c) of the Code and the\nRegulations promulgated thereunder. Except as otherwise agreed by the Members,\nsuch allocations shall be made using the \"traditional method\" described in\nSection 1.704-3(b) of the Regulations.\n\n         (c) Tax Allocations Binding. The Members are aware of the income tax\nconsequences of the allocations made by this Article IX and hereby agree to be\nbound by the provisions of this Article IX in reporting their shares of the\nCompany's income and loss for income tax purposes.\n\n         (d) Contributions. The Members agree to treat contributions made\npursuant to this Agreement as governed by Section 721 of the Code, unless a\nfinal determination (which shall include the execution of a Form 870-AD or\nsuccessor form) requires a different treatment for U.S. Federal income tax\npurposes. In the event that any taxing authority contests such agreed treatment\nof the contributions or the treatment of any other item as agreed to by the\nMembers in this Agreement, a Member receiving notice of such contest from such\ntaxing authority shall promptly give written notice of such contest to each\nother Member. Such other Members may, at their own expense, participate in the\ndefense of such contest. The Members shall reasonably cooperate in defending any\nsuch contest, and no Member shall settle or otherwise compromise such a contest\nwithout the written consent of the other Members (which shall not be\nunreasonably delayed or withheld). In the event of a Member's refusal to consent\nto a settlement, such Member shall, to the extent permitted by law, assume\ncontrol of the defense of such contest, and such Member shall bear any legal\nfees incurred by such Member in undertaking such defense to the extent incurred\nafter the assumption.\n\n         9.7 Distributions to Members.\n\n         (a) Amounts and Timing. If decided by the Members in accordance with\nSection 5.3, Distributions will be made to the Members in such amounts and at\nsuch times as the Class A Members shall determine from time to time. Each\nDistribution shall be made to the Members as follows:\n\n         (i) the amount to be distributed shall be allocated and paid to the\n     different Classes pro rata in accordance with the relative Distribution\n     Interests (as defined below) of each Class;\n\n         (ii) except as otherwise provided in this Section 9.7, all\n     Distributions allocated and paid to a Class shall be distributed pro rata\n     to the Members of such Class in accordance with the relative Sharing Ratios\n     of such Members;\n\n\n\n         (iii) the Class A Members, Class B Members and Class C Members shall\n     each be treated as one Class for purposes of Sections 9.7(a)(i) and (ii)\n     and all Distributions allocable to such Classes pursuant to Section\n     9.7(a)(i) shall be distributed as follows:\n\n                  (A) first, one hundred percent (100%) to the Class A Members\n         pro rata in accordance with the Sharing Ratio of each Class A Member,\n         until the Class A Members have received aggregate Distributions\n         pursuant to Section 9.7(a) in an amount equal to $400,000,000 (it being\n         understood that distributions pursuant to Section 9.7(c) shall not be\n         included in calculating such $400,000,000 threshold); and\n\n                  (B) second, to the Class A Members, Class B Members and the\n         Class C Members pro rata in accordance with their respective Sharing\n         Ratios;\n\n         (iv) The \"Distribution Interest\" of a Class (or Classes in the case of\n     the Class A Members, the Class B Members and the Class C Members) is the\n     relative interest of such Class in Distributions made by the Company, as\n     established at the time of the initial issuance of the Membership Interests\n     of such Class (except that in the case of Class C Members, the Distribution\n     Interest shall be adjusted in connection with new issuances of Class C\n     Membership Interests, subject to compliance with Section 2.11(c)(y)(iii)).\n     The Class A\/Class B\/Class C Distribution Interest equals 100% as of the\n     date hereof. Upon the issuance of new Classes of Membership Interests by\n     the Company to existing Members or to other Persons pursuant to Section\n     2.12, the Distribution Interest of the Class A\/Class B\/Class C Members\n     shall be reduced proportionately by the amount of the Distribution Interest\n     assigned to the new Class pursuant to Section 2.12.\n\n         (b) Amounts Withheld. All amounts withheld pursuant to the Code or any\nprovision of any state or local tax law with respect to any payment,\ndistribution, or allocation to the Company or the Members will be treated as\namounts distributed to the Members pursuant to this Section 9.7 for all purposes\nunder this Agreement. The Company is authorized to withhold from Distributions\nto the Members and to pay over to any federal, state, or local government any\namounts required to be so withheld pursuant to the Code or any provisions of any\nother federal, state, or local law, and shall allocate any such amounts to the\nMembers with respect to which such amount was withheld.\n\n         (c) Draws for Payment of Estimated Taxes. Unless Polo and the Media\nRepresentative otherwise agree, the Company shall pay to each Member a quarterly\ndraw (calculated at the higher of the applicable individual or corporate rate,\nas the case may be), not to exceed the amount reasonably necessary to provide\nfor payment by the Members of any federal, state and local estimated taxes with\nrespect to Profits allocated to the Members pursuant to this Article IX;\nprovided, however, that in no event shall Polo and the Media Representative\nagree\n\n\n\nthat the Company shall refrain from making any such payment that would otherwise\nbe required to be made to the Class B Member(s), without the prior consent of\nthe Class B Member(s). All draws hereunder will be made to the Members receiving\nsuch distributions pro rata based on their estimated respective shares of\nProfits allocated to each of them for such Fiscal Year under this Article IX.\nAny draw by any Member made pursuant to this Section 9.7(c) will not result in\nany decrease in the Sharing Ratio of such Member.\n\n\n                                    ARTICLE X\n\n                                      TAXES\n\n         10.1 Tax Characterization. It is intended that the Company be\ncharacterized and treated as a partnership for, and solely for, federal, state\nand local income tax purposes. For such purposes, (i) the Company will be\nsubject to all of the provisions of Subchapter K of Chapter 1 of Subtitle A of\nthe Code, (ii) all references to a \"Partner,\" to \"Partners\" and to the\n\"Partnership\" in this Agreement (including Article IX) and in the provisions of\nthe Code and Regulations cited in this Agreement will be deemed to refer to a\nMember, the Members and the Company, respectively.\n\n         10.2 Tax Matters Partner, Etc. (a) NBC is hereby appointed the \"Tax\nMatters Partner\" within the meaning of Section 6231(a)(7) of the Code. NBC will\nact in good faith in fulfilling the responsibilities of a Tax Matters Partner\nunder the Code, the Regulations and pursuant to this Agreement and in fulfilling\nany similar role under state, local or foreign law.\n\n         (b) NBC shall promptly take such action as may be necessary to cause\nNBC to become a \"Notice Partner\" within the meaning of Section 6231(a)(8) of the\nCode. NBC shall keep the other Members informed of all material matters that may\ncome to its attention in its capacity as Tax Matters Partner by giving the other\nMembers notice thereof within five Business Days after it becomes informed of\nany such matter or within such shorter period as may be required to comply with\nany appropriate statutory or regulatory provisions NBC shall furnish the other\nMembers copies of all written communications from the Internal Revenue Service\nwithin ten Business Days after the receipt thereof or within such shorter period\nas may be required to comply with any appropriate statutory or regulatory\nprovisions. NBC also shall provide the other Members with reasonable advance\nnotice of meetings and conferences with the Internal Revenue Service so that the\nother Members will have a reasonable opportunity to participate in such meetings\nand conferences. Without limiting the generality of the foregoing, NBC and the\nother Members shall each give to the other prompt notice of receipt of any\nwritten notice that the Internal Revenue Service or any other taxing authority\nintends to examine any federal, state, local or foreign tax return, or the books\nand records, of the Company.\n\n         (c) NBC, in its capacity as Tax Matters Partner, shall not take any\naction\n\n\n\ncontemplated by Section 6222 through Section 6233, inclusive, of the Code\nwithout the approval of Polo; provided, however, that nothing contained herein\nwill be construed to limit the ability of Polo or NBC to take any action under\nSection 6222 through Section 6233, inclusive, of the Code that is left to the\ndetermination of a Member so long as such action is not legally binding on the\nother Members or the Company. Without limiting the generality of the foregoing,\nNBC shall not, and will have no power to, enter into any extension of the period\nof limitations for making assessments on behalf of another Member, or any\nsettlement agreement that binds another Member.\n\n         (d) If any Member enters into a written settlement or closing agreement\nwith the Internal Revenue Service with respect to any partnership tax item in\nrespect of the Company, it shall notify the other Members of such agreement and\nits terms at least ten Business Days prior to the execution of such written\nagreement.\n\n         (e) In the event that NBC ceases to be a Member, Polo will become the\nTax Matters Partner, unless NBC has transferred its Membership Interest to a\nwholly-owned Affiliate in accordance with the terms of this Agreement, in which\ncase such Affiliate will become the Tax Matters Partner.\n\n         (f) The provisions of this Section 10.2 will survive the termination of\nthe Company, and will remain binding on the Members for a period of time\nnecessary to resolve with the Internal Revenue Service or the Department of the\nTreasury or other taxing authority any and all matters regarding the Federal\nincome taxation of the Company and any state, local, or foreign tax matters.\n\n         10.3 Tax Returns. As soon as practicable after the end of each Fiscal\nYear, the Company shall cause to be prepared and filed, to the extent required,\ntax returns for the Company and shall supply copies of all United States\nFederal, state and local income tax returns to the Members for their review 30\ndays prior to the filing thereof with the appropriate governmental agencies. In\npreparing and filing such tax returns, the Company shall reasonably consult with\nthe Members. All returns filed by the Company in respect of Federal income taxes\nwill be filed on the basis that the Company is a partnership for Federal income\ntax purposes.\n\n         10.4 Section 83(b) Elections. Each Class B and Class C Member agrees to\nfile an election with the Internal Revenue Service under Section 83(b) of the\nCode with respect to such Member's receipt of a Membership Interest hereunder\nwithin 30 days of such Member's admission as a Member of the Company. A copy of\nsuch election shall be submitted to the Company and submitted with the Member's\nincome tax return for the taxable year in which such Member was admitted to the\nCompany.\n\n\n                                   ARTICLE XI\n\n\n\n                         TRANSFER OF MEMBERSHIP INTEREST\n\n         11.1 Compliance with Securities Laws. No Membership Interest has been\nregistered under the Securities Act or under any applicable state securities\nlaws. A Member may not transfer (a transfer, for purposes of this Agreement,\nshall be deemed to include, but not be limited to, any sale, transfer,\nassignment, pledge, creation of a security interest or other disposition) all or\nany part of such Member's Membership Interest, except upon compliance with the\napplicable federal and state securities laws and the provisions of this Article\nXI; provided further, however, each of the Original Media Members may freely\ntransfer their respective Membership Interests amongst themselves without regard\nto the restrictions in Section 11.2. The Managers will have no obligation to\nregister any Member's interest under the Securities Act, as amended, or under\nany applicable state securities laws, or to make any exemption therefrom\navailable to any Member.\n\n         11.2 Transfer of Membership Interest. (a) A Class A Member may not\nsell, transfer, assign or otherwise dispose, directly or indirectly, of all or\nany portion of its Membership Interest, except in accordance with the provisions\nof Sections 3.12, 3.13, 3.14 and 3.15 or this Article XI. JM agrees that he will\nnot transfer any JM Interests at any time except as expressly permitted by the\nprovisions of Sections 2.13, 2.14, 2.17, 2.18, 3.5 and 3.6 or this Article XI.\nNo transfer of any Membership Interests in violation hereof shall be made or\nrecorded on the books of the Company and any such transfer shall be void and of\nno effect. Except as otherwise provided below, a Member may sell, transfer,\nassign or otherwise dispose of all or any portion of its Membership Interest (a\n\"Transfer\") only if such Member (the \"Withdrawing Member\") obtains the prior\nwritten consent of Polo, in the case of transfers by any Media Member, or the\nMedia Representative on behalf of the Media Members, in the case of transfers by\nPolo (the \"Continuing Member\"), which consent may be given or withheld in the\nsole and absolute discretion of the Continuing Member; provided, however, that\nno prior written consent of the Continuing Member shall be required in the case\nof any transfer specifically contemplated by this Agreement as not requiring\nconsent. Except as otherwise provided below or in Sections 2.17, 2.18, 3.5 and\n3.6, JM may sell, transfer, assign or otherwise dispose of all or any JM\nInterests only if JM obtains the prior written consent of Polo and the Media\nRepresentative on behalf of the Media Members. Upon any acquisition of a\nWithdrawing Member's Membership Interest by a transferee in accordance with this\nArticle XI, such transferee will be admitted as a Member of the Company for\npurposes of this Agreement, with the same rights, privileges, duties and\nobligations of the Withdrawing Member and immediately following such admission,\nthe Withdrawing Member will cease to be a Member of the Company; provided,\nhowever, that no Transfer shall be made if such Transfer would, in the opinion\nof counsel to the Company, jeopardize the status of the Company as a partnership\nfor United States federal income tax purposes. A Transfer by a Withdrawing\nMember of its entire Membership Interest to a Majority-Owned Affiliate of such\nMember may be made without the prior written consent of the Continuing Member if\n(i) the Withdrawing Member executes and delivers to the Continuing Member a\nguaranty of the performance by such Majority-Owned Affiliate of its\n\n\n\nobligations under this Agreement and the Operating Agreement in form and\nsubstance reasonably satisfactory to the Continuing Member, (ii) such\nMajority-Owned Affiliate executes an instrument pursuant to which it agrees to\nadopt and to be bound by, and to perform, all the obligations of the Withdrawing\nMember under this Agreement and the Operating Agreement, (iii) the Withdrawing\nMember agrees to indemnify the Continuing Member for any Damages suffered by the\nContinuing Member if such Transfer results in a termination of the status of the\nCompany as a partnership for United States federal income tax purposes and (iv)\nthe other owners of such Majority-Owned Affiliate do not include, in the case of\na Transfer by Polo, a Media Competitor, and in the case of a Transfer by any of\nthe Media Members, any of Polo's competitors (as agreed to by the parties\nhereto); provided, however, that in no event shall Polo transfer its Membership\nInterest to a Majority-Owned Affiliate and subsequently transfer its interest in\nsuch Majority-Owned Affiliate to a Media Competitor nor shall any Media Member\ntransfer its Membership Interest to a Majority-Owned Affiliate and subsequently\ntransfer its interest in such Majority-Owned Affiliate to any of Polo's\ncompetitors (as agreed to by the parties hereto). Notwithstanding any of the\nforegoing, no Transfer shall relieve NBC of its obligations to provide $100\nmillion aggregate credits for advertising time or NBCi and CNBC.com of their\nobligations to provide $40 million and $10 million, respectively, of credits in\nOnline services as provided in the Operating Agreement and, where applicable,\nthe other applicable Ancillary Agreement.\n\n         (b) Notwithstanding any of the foregoing, the restrictions on Transfer\nof the JM Interests set forth in this Article XI shall not apply to a gratuitous\ntransfer of any JM Interests made by JM to JM's spouse or to JM's lineal\ndescendants, including adopted children, or to trusts for the benefit of JM's\nspouse or lineal descendants. In the event of a Transfer accomplished in\naccordance with this Section 11.2(b), the transferee shall receive and hold any\nand all JM Interests so transferred subject to the terms and provisions of this\nAgreement and subject to the obligations of JM hereunder.\n\n         11.3 Obligations of a Withdrawing Member.\n\n         (a) Generally. No disposition by a Withdrawing Member of its Membership\nInterest will relieve such Withdrawing Member of any of its liabilities and\nobligations, including those to the Company or to the Continuing Member, which\narose or accrued from events, acts or omissions occurring prior to the effective\ndate of such disposition. The Withdrawing Member will be responsible for all\ncosts incurred by the Company in connection with any Transfer.\n\n         (b) Non-Disclosure by a Withdrawing Member. In the case of a sale or\nother transfer of a Withdrawing Member's Membership Interest pursuant to this\nArticle XI, the Withdrawing Member will continue to be subject to the provisions\nof Section 2.4 of the Operating Agreement (Non-Disclosure).\n\n\n\n         (c) Survival. The rights and obligations of the Members under this\nSection 11.3 will survive any termination of this Agreement and the Operating\nAgreement.\n\n         11.4 Encumbrances. No Member will at any time mortgage, pledge, charge\nor encumber, or create or suffer to exist a mortgage, pledge, lien, charge,\nencumbrance or security interest (\"Lien\"), with respect to all or any part of\nits Membership Interest. If a Lien attaches to a Member's Membership Interest,\nsuch Member agrees to cause such Lien to be discharged promptly at its own\nexpense.\n\n         11.5 Effect of Unauthorized Transfer. No transfer or other disposition\nof any Membership Interest in violation of any provision of this Agreement will\nbe effective to pass any title to, or create any interest in favor of, any\nPerson, but the Member which attempted to so effect such transfer or other\ndisposition will be deemed to have committed a material breach of its\nobligations to the other Member hereunder.\n\n         11.6 Standstill Agreement.\n\n         (a) From February 7, 2000 and continuing until one year after the\nearlier of the termination of this Agreement or, with respect to any Original\nMedia Member, the date on which such Original Media Member ceases to be a\nMember, none of the Original Media Members, their Majority-Owned Affiliates and\ntheir representatives (to the extent such representatives are acting on behalf\nof any of the Original Media Members or their Majority- Owned Affiliates) will,\nexcept as expressly set forth in this Agreement and except in accordance with\nthe terms of a specific written approval or request made by Polo, initiate\ncontact with any director, officer, employee, or Person or group or Persons\nknown by such Original Media Member or who reasonably should be known by such\nOriginal Media Members, to beneficially own (within the meaning of Rule 13d-3 of\nthe General Rules and Regulations under the Exchange Act as in effect on the\ndate of this Agreement) Securities (as hereinafter defined) of Polo representing\nin excess of 10% of the total voting power or total equity value of Polo in\nconnection with any matter relating to the purchase, sale or voting of such\nSecurities representing 10% of the total voting power of Polo or total equity\nvalue of Polo. For purposes of this Section 11.6, the term \"Securities\" means\nany equity securities of Polo or any Affiliate of Polo, and any direct or\nindirect options or other rights to acquire any equity securities of Polo,\nincluding any securities that are exercisable or exchangeable for or convertible\ninto, such equity securities.\n\n         (b) As of the date of this Agreement and for so long as any Original\nMedia Member is a Member, each Original Media Member confirms to Polo that it\ndoes not beneficially own any Securities of Polo representing in excess of 10%\nof the total voting power or total equity power of Polo. Each Original Media\nMember agrees that for the duration of this Agreement, except in accordance with\nthe terms of a specific request or approval by Polo, it will not:\n\n\n\n         (i) propose or publicly announce or otherwise disclose an intent to\n     propose or enter into or agree to enter into, singly or with any other\n     Person, directly or indirectly, (A) any form of business combination,\n     acquisition, or other transaction relating to Polo or any of its\n     Majority-Owned Affiliates, excluding the Company and the Business, (B) any\n     form of restructuring, recapitalization, or similar transaction with\n     respect to Polo or any Majority-Owned Affiliate thereof, excluding the\n     Company and the Business or (C) make, initiate, or participate in any\n     demand, request or proposal to amend, waive or terminate any provision of\n     this Section 11.6, or\n\n         (ii) (A) acquire, or offer, propose or agree to acquire, by purchase or\n     otherwise, any Securities of Polo (now existing or hereafter created)\n     representing in excess of 10% of the total voting power or total equity\n     value of Polo, (B) make, initiate, or in any way participate in, any\n     solicitation of proxies with respect to any Securities of Polo (now\n     existing or hereafter created) (including by the execution of action by\n     written consent), (C) become a participant in any election contest with\n     respect to Polo, (D) seek to influence any Person with respect to any\n     Securities of Polo, (E) demand a copy of a list of stockholders of Polo or\n     other books and records, (F) participate in or encourage the formation of\n     any partnership, syndicate, or other group which owns or seeks or offers to\n     acquire beneficial ownership of any Securities of Polo or which seeks to\n     effect control of Polo for the purpose of circumventing any provision of\n     this Agreement or (G) otherwise act, alone or in concert with others\n     (including by providing financing for another Person), to seek or to offer\n     to control or influence, in any manner, the management, board of directors,\n     or policies of Polo, except with respect to the Company and the Business in\n     accordance with this Agreement and the Operating Agreement.\n\n         (c) The provisions of this Section 11.6 shall survive with respect to\nthe Original Media Members until one year after the earlier of the termination\nof this Agreement and the date on which any Original Media Member ceases to be a\nMember. This Section 11.6 shall also apply to any transferee of any of the\nOriginal Media Members in accordance with the terms of this Agreement mutatis\nmutandis.\n\n         (d) Notwithstanding any other provisions of this Agreement, nothing\nherein shall restrict any pension or other employee benefit plan of any of the\nMedia Members or their Affiliates from acquiring or beneficially owning any\nSecurities of Polo and otherwise taking any actions with respect to such\nSecurities, except to the extent done with an intent to circumvent the\nprovisions of this Section 11.6.\n\n\n                                   ARTICLE XII\n\n                                   DISSOLUTION\n\n\n\n         12.1 Events of Dissolution. (a) The Company will be dissolved and this\nAgreement and the Operating Agreement will terminate upon the occurrence of any\nof the following events:\n\n         (i) the written agreement of Polo and the Media Representative to\n     dissolve the Company;\n\n         (ii) the Delaware Court of Chancery has entered a final decree pursuant\n     to Section 18-802 of the Act;\n\n         (iii) the sale of all or substantially all of the Company's assets; or\n\n         (iv) the termination of the License Agreement in accordance with its\n     terms.\n\n         (b) The withdrawal, resignation, expulsion, bankruptcy or dissolution\nof a Member or the occurrence of any other event which terminated the Member's\ncontinued membership in the Company shall not result in the dissolution of the\nCompany.\n\n         (c) As soon as possible after the occurrence of any of the events\nspecified in Section 12.1(a) above, the Company shall make any filings required\nby the Act and shall cease to carry on its business, except insofar as may be\nnecessary for the winding-up of its business, but the Company's separate\nexistence will continue until the certificate of cancellation of the Certificate\nof Formation has been filed by the Secretary of State or until a decree\ndissolving the Company has been entered by a court of competent jurisdiction, as\nthe case may be.\n\n         12.2 Liquidation and Distribution Following Dissolution. If an event of\ndissolution has occurred pursuant to Section 12.1, the Company will be wound up\nand liquidated in accordance with applicable law and the following provisions\n(unless the Company is continued on a basis mutually acceptable to Polo and the\nMedia Representative):\n\n         (a) each Member shall pay to the Company all amounts owed by it to the\n     Company, if any;\n\n         (b) the CFO shall be directed to prepare a balance sheet of the Company\n     in accordance with GAAP as of the date of dissolution, which balance sheet\n     shall be reported upon by the Company's Auditors;\n\n         (c) the Company Assets, including any monies received pursuant to\n     Section 12.2(a), will be applied in the following order:\n\n                  First, to the payment of creditors of the Company, including\n         Members\n\n\n\n         who are creditors, in the order of priority provided by law;\n\n                  Second, to the establishment of any reserves that the Class A\n         Members, in accordance with sound business judgment, deem reasonably\n         necessary to provide for the payment when due of any contingent\n         liabilities or obligations of the Company (which reserves may be paid\n         over by the Members to a trustee or escrow agent selected by them to be\n         held by such trustee or escrow agent for purposes of (i) distributing\n         such reserves in payment of the aforementioned contingencies, and (ii)\n         distributing the balance of such reserves in the manner provided herein\n         upon the expiration of such period as the Class A Members may deem\n         advisable).\n\n                  Third, to the Members in accordance with their positive\n         Capital Account balances.\n\n         Consistent with the regulations pursuant to Section 704 of the Code, in\n     the event of a liquidation, as defined in Treasury Regulations Section\n     1.704-1(b)(2)(ii)(g), the value of all property of the Company to be\n     distributed will be, or will have been, appropriately reflected in the\n     Capital Accounts.\n\n         (d) In the event of any liquidation pursuant to this Section 12.2, the\n     Company Assets (other than as may otherwise be provided in this Agreement\n     or any Ancillary Agreement) will be sold or otherwise liquidated as\n     promptly as possible without material sacrifice, and any receivables will\n     be collected or sold, all in an orderly and businesslike manner.\n     Notwithstanding the foregoing, the Members may agree not to sell all or any\n     portion of the Company Assets, in which event such Company Assets will be\n     distributed in kind.\n\n         (e) Notwithstanding anything to the contrary in this Agreement or the\n     Operating Agreement, upon a liquidation (within the meaning of Treasury\n     Regulations ~ 1.704-1(b)(2)(ii)(g)), if any Member has a deficit Capital\n     Account (after giving effect to all contributions, distributions,\n     allocations and other Capital Account adjustments for all Fiscal Years,\n     including the year in which such liquidation occurs), such Member will have\n     no obligation solely as a result of such deficit to make any capital\n     contribution, and the negative balance of such Capital Account will not be\n     considered a debt owed by the Member to the Company or to any other Person\n     for any purpose whatsoever.\n\n         (f) Any distributions to the Members in respect of their Capital\n     Accounts pursuant to this Section 12.2 will be made in accordance with the\n     time requirements set forth in Treasury Regulations ~\n     1.704-1(b)(2)(ii)(b)(2).\n\n         12.3 Final Accounting. Upon the liquidation of the Company, the\nAuditors\n\n\n\nshall prepare a final accounting statement as soon as reasonably practicable\nafter all of the business of the Company has been concluded, all monies payable\nto the Company have been received and all expenses and obligations of the\nCompany have been paid, satisfied or otherwise provided for.\n\n         12.4 Winding Up and Certificate of Dissolution. The winding up of the\nCompany will be completed when all debts, liabilities, and obligations of the\nCompany have been paid and discharged or reasonably adequate provision therefor\nhas been made, and all of the remaining Company Assets have been distributed to\nthe Members. Upon the completion of the winding up of the Company, a certificate\nof dissolution will be delivered to the Secretary of State of the State of\nDelaware for filing. The certificate of dissolution will set forth the\ninformation required by the Act.\n\n         12.5 Use of the Company Name, Etc. Upon Dissolution, Winding Up and\nTermination. Each Media Member hereby agrees that neither it nor any of its\nAffiliates shall, after dissolution of the Company in accordance with this\nArticle XII, without the prior written consent of Polo, use or exploit the\nCompany name or any Polo and Ralph Lauren Brand or other intellectual property\nthat is or has been provided or licensed to the Company under the License\nAgreement, and in the case of Polo, Polo agrees not to use or exploit any Media\nMember's trademarks or any other of the Media Members' intellectual property\nthat is or has been provided or licensed to the Company; provided, however, that\nthis Section shall not apply in the context of a separate commercial\nrelationship between Polo and any Media Member, such as an advertising\nrelationship.\n\n         12.6 Payments Upon Certain Dissolutions. In the event that, any time\nprior to the fourth anniversary of the Closing Date, (a) the Members shall agree\nto a liquidation, dissolution, winding up, bankruptcy, insolvency or similar\nevent involving the Company or (b) the Company shall be the subject of an\ninvoluntary liquidation, dissolution, winding up, bankruptcy, insolvency or\nsimilar event, or the Company shall have ceased to have any substantial ongoing\noperations, in either of cases (a) or (b) following the refusal or inability of\nPolo to commit to fund its share of any Additional Capital Contributions (after\nhaving exhausted the ValueVision Commitment, giving effect to any ValueVision\nAdditional Contributions to be made concurrently with such proposed Additional\nCapital Contributions) that are required in order to fund the Company's\nreasonably anticipated capital and operating needs (including, without\nlimitation, any amounts needed to avoid or cure a payment default under the\nLicense Agreement) for the twelve months following any request of the Company or\nthe Media Representative for such Additional Capital Contributions but only in\nthe event that (i) the Company is unable to raise the required capital plus\nsufficient capital to fund its capital and operating needs for an additional 12\nmonths on a prudent basis and on commercially reasonable terms through bank\nborrowings or otherwise in the capital markets and (ii) one or more of the\nOriginal Media Members is willing and able to fund the aggregate amount of all\nsuch Additional\n\n\n\nCapital Contributions required of the Original Media Members, as evidenced by\nappropriate supporting documentation, including all necessary corporate and\nshareholder action of the Original Media Members and their shareholders to\nauthorize such funding, Polo agrees to pay to ValueVision 50% of the excess of\nthe aggregate amount of actual cash Capital Contributions (\"Aggregate\nContributions\") made by the Original Media Members to the Company, net of\ndistributions made to ValueVision with respect to which, and only to the extent\nthat, Polo does not receive a corresponding distribution in proportion to its\nSharing Ratio, over the Aggregate Contributions made by Polo to the Company, net\nof distributions made to Polo with respect to which, and only to the extent\nthat, ValueVision does not receive a corresponding distribution in proportion to\nits Sharing Ratio, which payment by Polo shall not exceed $25 million (the\n\"Liquidation Payment\"). In consideration for the Liquidation Payment,\nValueVision or any permitted transferee of ValueVision shall, if requested by\nPolo in its sole discretion, transfer to Polo that percentage of ValueVision's\nMembership Interest equal to (a) the Liquidation Payment, divided by (b) the\naggregate cash Capital Contributions made to the Company by ValueVision and such\npermitted transferees (the \"ValueVision Contributions\"). In the event that, for\nU.S. federal income tax purposes, the Liquidation Payment is treated as a\ncontribution by Polo to the Company and a distribution to ValueVision, the\nLiquidation Payment shall be treated as a \"guaranteed payment\" under section\n707(c) of the Code and any deduction taken by the Company in respect of such\npayment shall be specially allocated to Polo. This Section 12.6 shall be binding\nupon any transferee of ValueVision's or Polo's Membership Interest.\n\n\n                                  ARTICLE XIII\n\n                                   [RESERVED]\n\n\n                                   ARTICLE XIV\n\n                INDEMNIFICATION OF MEMBERS, MANAGERS AND OFFICERS\n\n         14.1 Indemnification by a Class A Member. Subject to Section 14.3, each\nClass A Member (the \"Indemnifying Member\") shall indemnify, defend and hold\nharmless the Company, the other Members, the other Members' Affiliates, and the\nother Members' and each such Affiliate's officers, directors, employees, agents\nand representatives, and the Company's Managers and officers (collectively the\n\"Other Indemnified Persons\") from and against any and all claims, demands,\nactions, suits, damages, liabilities, losses, costs and expenses (including\nreasonable attorneys' fees and out-of-pocket disbursements), judgments, fines,\nsettlements and other amounts (collectively \"Damages\"), to the extent caused by,\nresulting from or arising out of or in connection with any of the following:\n\n\n\n         (a) the material breach of, or material misrepresentation contained in,\n     any written representation or warranty made by the Indemnifying Member or\n     its Affiliate in this Agreement or any Ancillary Agreement, or in any\n     officer's certificate delivered hereunder;\n\n         (b) the breach or default in any material respect in performance of any\n     covenant or agreement required to be performed by the Indemnifying Member\n     or its Affiliate contained in this Agreement or in any Ancillary Agreement;\n     or\n\n         (c) any claim, action, suit or proceeding or threat thereof, made or\n     instituted as a result of acts or omissions of the Indemnifying Member or\n     its Affiliates unrelated to the business and operations of the Company or\n     outside the scope of the Indemnifying Member's rights or authority\n     conferred by this Agreement, any Ancillary Agreement or any other\n     understanding, agreement or arrangement between the Members and\/or the\n     Company and in which the Company, such Member, such Member's Affiliates or\n     such Other Indemnified Persons may be involved or be made a party by reason\n     of such Member being, or having been in the past, a Member.\n\n         14.2 Indemnification by the Company. Subject to Section 14.3, the\nCompany shall indemnify, defend and hold harmless each Member (including any\nPerson who has been but is no longer a Member), each Member's Affiliates and the\nofficers, directors, employees, agents and representatives and the heirs,\nexecutors, successors and assigns of each of the foregoing (individually an\n\"Indemnitee\") from and against all Damages to the extent caused by, resulting\nfrom or arising out of or in connection with any of the following:\n\n         (a) any claim, action, suit or proceeding or threat thereof, made or\n     instituted in which such Member, such Member's Affiliates or Indemnitee may\n     be involved or be made a party by reason of such Member being, or having\n     been in the past, a Member, or by reason of any action alleged to have been\n     taken or omitted by such Member in such capacity, or by such Member's\n     Affiliates or Indemnitees acting on behalf of the Company, provided that a\n     Member, Member's Affiliate or Indemnitee shall only be entitled to\n     indemnification hereunder to the extent such Indemnitee's conduct did not\n     constitute bad faith, willful misconduct, gross negligence or a material\n     breach of this Agreement or the Operating Agreement. The termination of any\n     proceeding by settlement, judgment, order, conviction or upon a plea of\n     nolo contendere or its equivalent shall not, of itself, create a\n     presumption that such Member's, Member's Affiliate's or Indemnitee's\n     conduct constituted bad faith, willful misconduct, gross negligence or a\n     material breach of this Agreement or the Operating Agreement, such Member's\n     Affiliate or such Indemnitee;\n\n         (b) any guarantees or promises of performance of any obligations of the\n\n\n\n     Company; and\n\n         (c) any actions or omissions to act by the Company in connection with\n     its business or operations, or the ownership of its assets and properties;\n     provided, however, that nothing in this Section 14.2 will be construed to\n     require the Company to reimburse, defend, indemnify or hold harmless any\n     Member, its Affiliates, or Indemnitee with respect to any Damages in any\n     circumstance in which this Agreement or any Ancillary Agreement requires\n     such Member to reimburse, defend, indemnify or hold harmless any other\n     Member, its Affiliates or Indemnitee or the Company in respect of such\n     Damages.\n\n         14.3 Survival; Limitations; Procedures.\n\n         (a) The indemnification obligations contained in Section 14.1 will\nsurvive any termination of this Agreement and the Operating Agreement or the\ndissolution and winding up of the Company. The indemnification obligations\ncontained in Section 14.2 will survive any dissolution of the Company until its\naffairs have been fully wound up and all of its properties and assets\ndistributed in accordance with this Agreement.\n\n         (b) The rights and remedies provided to the Members and the Company in\nthis Agreement and to the Class A Members and the Company in the Operating\nAgreement are cumulative and non-exclusive and will not preclude any other right\nor remedy available to any Member or the Company at law or in equity.\n\n         (c) Notwithstanding any other provision hereof, neither the Company nor\nany Member will be liable to any other Member or its Affiliates, the Company, or\nany Other Indemnified Person for special, indirect, punitive or consequential\ndamages, including but not limited to loss of profit.\n\n         (d) If a Member or the Company is obligated hereunder to indemnify any\nother Member, the Company, a Member's Affiliate or any Other Indemnified Person\nor Indemnitee (in any case the \"Indemnified Party\") from any claim, suit, action\nor proceeding brought by any other Person (a \"Third Party Claim\"), the\nIndemnified Party shall give notice as promptly as is reasonably practicable to\nthe Indemnifying Party of such Third Party Claim; provided that the failure of\nthe Indemnified Party to give notice shall not relieve the Indemnifying Party of\nits obligations under this Article XIV except to the extent (if any) that the\nIndemnifying Party shall have been prejudiced thereby. Such Indemnifying Member\nor the Company, as the case may be, will have the right to control the defense\nand settlement of such Third Party Claim with counsel reasonably acceptable to\nthe Indemnified Party, provided that (i) such Indemnified Party may retain\ncounsel at its expense to assist in the defense and settlement of such Third\nParty Claim and (ii) no settlement of any Third Party Claim will contain terms\nor provisions requiring the Indemnified Party to take any action or perform any\nundertaking, or prohibit or restrain the Indemnified Party from taking any\naction, without\n\n\n\nthe written consent of the Indemnified Party.\n\n         (e) Without the prior written consent of the Indemnifying Party, the\nIndemnified Party shall not accept any settlement or compromise of any claim,\nsuit, action or proceeding of the nature referred to in paragraph (d) above;\nprovided that if such proposed settlement or compromise is rejected by the\nIndemnifying Party, from and after such rejection, at the request of the\nIndemnified Party, the Indemnifying Party shall assume the defense of and full\nand complete liability and responsibility for such claim, suit, action or\nproceeding, including any and all losses in connection therewith in excess of\nthe amount of losses which would have been payable under the proposed settlement\nor compromise.\n\n         14.4 Third-Party Dealings With Members. Except as permitted by this\nAgreement or the Operating Agreement, no Member will have any right or authority\nto take any action on behalf of the Company with respect to third parties.\n\n         14.5 Insurance.\n\n         (a) Generally. The Company may purchase and maintain insurance or other\narrangements or both, at its expense, on behalf of itself or any Person who is\nor was serving as a Manager, Officer, employee or agent of the Company, or is or\nwas serving at the request of the Company as a manager, director, officer,\npartner, venturer, proprietor, trustee, employee, agent or similar functionary\nof another foreign or domestic limited liability company, partnership,\ncorporation, partnership, joint venture sole proprietorship, trust, employee\nbenefit plan or other enterprise, against any liability, expense or loss,\nwhether or not the Company would have the power to indemnify such Person against\nsuch liability under the provisions of this Article XIV. In addition, the\nCompany shall purchase such other insurance, in such amounts and with such\ndeductibles as is customary and prudent for Persons involved in conducting the\nsame business as the Company (i.e., Internet high-end apparel and other goods).\n\n         (b) Liability Insurance. The Company shall obtain, as soon as possible\nafter the execution of this Agreement, and maintain in full force and effect for\nthe duration of this Agreement, liability insurance naming each Member as an\nadditional insured in the minimum amount, in addition to defense costs, of\n$25,000,000 per occurrence and $25,000,000 per Person in order to protect each\nIndemnified Party, including the Company, against any obligations, liabilities\nor damages with which it or he may be charged in connection with Internet and\nnetwork activities, including the conduct of the business contemplated\nhereunder. The maximum deductible with respect to such insurance shall be\n$25,000. The Company shall cause each Indemnified Party to be entered in such\npolicy as additional named insureds and deliver to each Member a certificate of\ninsurance with respect thereto. Said insurance shall provide that it cannot be\namended or canceled without the insurer first giving each Member, not less than\nthirty (30) days' advance notice thereof.\n\n\n\n         14.6 Report to Members. Any indemnification of or payment of expenses\nto a Person in accordance with this Article XIV will be reported in writing to\nthe Class A Members with or before the notice or waiver of notice of the next\nClass A Members' meeting or with or before the next submission to the Class A\nMembers of a consent to action without a meeting pursuant to this Agreement and,\nin any case, within the twelve-month period immediately following the date of\nthe indemnification or payment.\n\n\n                                   ARTICLE XV\n\n                               CLOSING DELIVERIES\n\n         15.1 Closing Deliveries of Polo.\n\n         (a) At the Closing, Polo delivered to the Original Media Members a\ncertificate, dated the Closing Date, from an authorized officer of Polo to the\neffect that, to the best of such officer's knowledge, (i) Polo has performed in\nall material respects its obligations under this Agreement and the Operating\nAgreement required to be performed by it at the Closing or prior to the Closing\nDate; and (ii) the representations and warranties applicable to Polo in this\nAgreement and the Operating Agreement and to Licensor in the License Agreement\nare true and correct in all material respects at and as of the Closing Date,\nexcept to the extent that any such representation or warranty is made as of a\nspecified date, in which case such representation or warranty was true and\ncorrect as of such date.\n\n         (b) Concurrently with the Closing, the Operating Agreement and the\nSupply Agreement were executed and delivered by Polo, and Polo caused the\nLicense Agreement to be executed and delivered by PRL USA Holdings, Inc.\n\n         15.2 Closing Deliveries of the Original Media Members.\n\n         (a) At the Closing, each Original Media Member delivered to Polo a\ncertificate, dated the Closing Date, from an authorized officer of such Media\nMember to the effect that, to the best of such officer's knowledge, (i) such\nMedia Member has performed in all material respects its obligations under this\nAgreement and the Operating Agreement required to be performed by it at the\nClosing or prior to the Closing Date and (ii) the representations and warranties\napplicable to such Media Member in this Agreement and the Operating Agreement\nand each other applicable Ancillary Agreement are true and correct in all\nmaterial respects at and as of the Closing Date, except to the extent that any\nsuch representation or warranty is made as of a specified date, in which case\nsuch representation or warranty was true and correct as of such date.\n\n         (b) Concurrently with the Closing, the Operating Agreement was executed\n\n\n\nand delivered by the Media Members.\n\n         (c) Concurrently with the Closing, the Services Agreement was executed\nand delivered by ValueVision.\n\n         (d) Concurrently with the Closing, the Advertising Agreement was\nexecuted and delivered by NBC.\n\n         (e) Concurrently with the Closing, the Promotion Agreement was executed\nand delivered by NBCi.\n\n\n                                   ARTICLE XVI\n\n                                  MISCELLANEOUS\n\n         16.1 Notices. Notices to the Managers (i) appointed by the Media\nMembers will be sent to the principal office of NBC and (ii) appointed by Polo\nwill be sent to the principal office of Polo. Notices to the Members will be\nsent to their addresses set forth on Exhibit A. Any Member may require notices\nto be sent to a different address by giving notice to the other Members in\naccordance with this Section 16.1. Any notice or other communication required or\npermitted hereunder will be in writing, and will be deemed to have been given\nupon receipt if and when delivered personally, sent by facsimile transmission\n(the confirmation being deemed conclusive evidence of such delivery) or by\ncourier service or three Business Days after being sent by registered or\ncertified mail (postage prepaid, return receipt requested), to such Members at\nsuch address.\n\n         16.2 Public Announcements and Other Disclosure. None of the Members\nwill make any press release, public announcement or other disclosure (including\nany SEC filings referred to below) with respect to this Agreement or any\nAncillary Agreement or the business operations and plans of the Company without\nobtaining the prior written consent of either Polo or the Media Representative,\nas the case may be, except as may be required by law or by the regulations of\nany securities exchange or national market system upon which the securities of\nsuch Member shall be listed or quoted.\n\n         16.3 Headings and Interpretation. All Article and Section headings in\nthis Agreement are for convenience of reference only and are not intended to\nqualify the meaning of any Article or Section. Both parties have participated\nsubstantially in the negotiation and drafting of this Agreement and each party\nhereby disclaims any defense or assertion in any litigation or arbitration that\nany ambiguity herein should be construed against the draftsman.\n\n\n\n         16.4 Entire Agreement. This Agreement, together with the Ancillary\nAgreements (including all schedules and exhibits hereto and thereto), contain\nthe entire and only agreements between the parties concerning the subject matter\nhereof, and any oral statements or representations or prior written matter with\nrespect thereto not contained herein or therein shall have no force and effect.\n\n         16.5 Binding Agreement. This Agreement will be binding upon, and inure\nto the benefit of, the parties hereto, their successors, heirs, legatees,\ndevisees, assigns, legal representatives, executors and administrators, except\nas otherwise provided herein, including any successor in interest to the\nLicensed Brands. Other than in accordance with the terms hereof, including\nSections 3.12, 3.13, 3.14 and 3.15, this Agreement and the rights hereunder\nshall not be assignable or transferable, in whole or in part, by any of the\nMedia Members or Polo (including by operation of law in connection with a\nmerger, or sale of all or substantially all the assets, of the Media Members or\nPolo) without the prior written consent of the other parties hereto; provided,\nhowever, that either party may assign or transfer this Agreement and the rights\nhereunder to a wholly-owned Affiliate in accordance with Section 11.2 so long as\nsuch wholly- owned Affiliate is not subsequently sold to a Media Competitor, in\nthe case of Polo, or any of Polo's competitors (as agreed by the parties\nhereto), in the case of the Media Members; provided, further, that such\ntransferor party will remain jointly and severally liable for any of its and its\nwholly-owned Affiliate's obligations under this Agreement. Any actual or\npurported transfer or assignment not complying with the requirements of Article\nXI and this Section 16.5 will be void and will not bind any party hereto.\n\n         16.6 Saving Clause. If any provision of this Agreement, or the\napplication of such provision to any Person or circumstance, is held invalid,\nthe remainder of this Agreement, or the application of such provision to Persons\nor circumstances other than those as to which it is held invalid, will not be\naffected thereby. If the operation of any provision of this Agreement would\ncontravene the provisions of the Act, such provision will be void and\nineffectual. In the event that the Act is subsequently amended or interpreted in\nsuch a way to make any provision of this Agreement that was formerly invalid\nvalid, such provision will be considered to be valid from the effective date of\nsuch interpretation or amendment.\n\n         16.7 Counterparts. This Agreement may be executed in several\ncounterparts, and all so executed will constitute one agreement, binding on all\nthe parties hereto, even though all parties are not signatory to the original or\nthe same counterpart.\n\n         16.8 Governing Law. The construction and interpretation of this\nAgreement shall be governed by the laws of the State of New York. The internal\naffairs of the Company shall be governed by the Act.\n\n         16.9 No Membership Intended for Nontax Purposes. The Members have\nformed the Company under the Act, and expressly do not intend hereby to form a\npartnership\n\n\n\nunder either the Delaware Uniform Partnership Act or the Delaware Uniform\nLimited Partnership Act. The Members do not intend to be partners one to\nanother, or partners as to any third party. To the extent any Member, by word or\naction, represents to another person that any Member is a partner or that the\nCompany is a partnership, the Member making such wrongful representation will be\nliable to any other Members who incur personal liability by reason of such\nwrongful representation.\n\n         16.10 No Rights of Creditors and Third Parties under Agreement. This\nAgreement is entered into among the Members for the exclusive benefit of the\nCompany, its Members, and their successors and assigns. This Agreement is\nexpressly not intended for the benefit of any creditor of the Company or any\nother Person except as set forth below. Except and only to the extent provided\nby applicable statute, no such creditor or any third party except as set forth\nbelow will have any rights under this Agreement or any agreement between the\nCompany and any Member with respect to any Capital Contribution or otherwise.\nThe Licensor shall be a third party beneficiary of all provisions hereof that\nrelate to any of the Marks or the Licensed Brands.\n\n         16.11 Amendment or Modification of Agreement. This Agreement may be\namended or modified from time to time only by a written instrument executed and\nagreed to by all of the Class A Members. The Class B Members and the Class C\nMembers shall agree to any such amendment or modification agreed to by the Class\nA Members, provided that such amendment or modification does not\ndisproportionately reduce the rights of the Class B Members or Class C Members\nhereunder in any material respect.\n\n         16.12 Specific Performance. The Members agree that irreparable damage\nwould occur in the event the provisions of this Agreement were not performed in\naccordance with the terms hereof and that Polo, the Media Members and the\nManagement Committee will be entitled to specific performance of the terms\nhereof, in addition to any other remedy at law or equity.\n\n         16.13 General Interpretive Principles. For purposes of this Agreement,\nexcept as otherwise expressly provided or unless the context otherwise requires:\n\n         (a) the terms defined in this Agreement include the plural as well as\n     the singular, and the use of any gender herein shall be deemed to include\n     the other gender;\n\n         (b) accounting terms not otherwise defined herein have the meanings\n     given to them in the United States in accordance with GAAP;\n\n         (c) references herein to \"Sections\", \"paragraphs\", and other\n     subdivisions without reference to a document are to designated Sections,\n     paragraphs and other subdivisions of this Agreement;\n\n\n\n         (d) a reference to a paragraph without further reference to a Section\n     is a reference to such paragraph as contained in the same Section in which\n     the reference appears, and this rule will also apply to other subdivisions;\n\n         (e) the words \"herein\", \"hereof\", \"hereunder\" and other words of\n     similar import refer to this Agreement as a whole and not to any particular\n     provision; and\n\n         (f) the term \"include\", \"includes\" or \"including\" will be deemed to be\n     followed by the words \"without limitation\".\n\n         16.14 Consent to Jurisdiction. Each Member irrevocably submits to the\nexclusive jurisdiction of (i) the Courts of the State of New York and (ii) the\nUnited States District Court for the Southern District of New York, for the\npurposes of any suit, action or other proceeding (including appeals to their\nrespective appellate courts) arising out of this Agreement or any transaction\ncontemplated hereby (and agrees not to commence any action, suit or proceeding\nrelating hereto except in such courts). Each Member irrevocably and\nunconditionally waives any objection to the laying of venue of any action, suit\nor proceeding arising out of this Agreement or the transactions contemplated\nhereby in (i) the Courts of the State of New York or (ii) the United States\nDistrict Court for the Southern District of New York, and hereby further\nirrevocably and unconditionally waives and agrees not to plead or claim in any\nsuch court that any such action, suit or proceeding brought in any such court\nhas been brought in an inconvenient forum.\n\n         16.15 Certain Obligations. Whenever this Agreement or any Ancillary\nAgreement requires that any Affiliate of Polo or any Media Member take any\naction, including in the case of Polo, Licensor under the License Agreement,\nthis Agreement and such Ancillary Agreement will be deemed to include an\nundertaking on the part of Polo or such Media Member to cause such Affiliate to\ntake such action.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first written above.\n\n                              POLO RALPH LAUREN CORPORATION\n\n                              By:\n                                 Name:\n                                 Title:\n\n\n                              NATIONAL BROADCASTING COMPANY, INC.\n\n\n\n                              By:\n                                 Name:\n                                 Title:\n\n\n                              VALUEVISION INTERNATIONAL, INC.\n\n                              By:\n                                 Name:\n                                 Title:\n\n\n                              NBC INTERNET, INC.\n\n                              By:\n                                 Name:\n                                 Title:\n\n\n                              CNBC.COM  LLC\n\n                              By:\n                                 Name:\n                                 Title:\n\n\n                              JEFFREY D. MORGAN\n\n\n                              By:\n                                 Title:\n\n\n\n                                                                       EXHIBIT A\n                                                                       ---------\n\n\nName and Address of Member              Class of             Initial Membership\n                                        Membership               Interest and\n                                         Interest                Sharing Ratio\n--------------------------------------------------------------------------------\nNational Broadcasting Company, Inc.     Class A                  24.25%\n30 Rockefeller Plaza\nNew York, New York  10112\nTelephone:  (212) 664-4444\nFax:  (212) 977-7165\n--------------------------------------------------------------------------------\nPolo Ralph Lauren Corporation           Class A                  48.5%\n650 Madison Avenue\nNew York, New York  10022\nTelephone:  (212) 318-7000\nFax:  (212) 318-7183\n--------------------------------------------------------------------------------\nValueVision International, Inc.         Class A                  12.125%\n6740 Shady Oak Road\nEden Prairie, Minnesota  55344\nTelephone:  (612) 947-5200\nFax:  (612) 947-0188\n--------------------------------------------------------------------------------\nNBC Internet, Inc.                      Class A                  9.7%\n1 Beach Street\nSan Francisco, California  94133\nTelephone:  (415) 875-7907\nFax:  (415) 392-9088\n--------------------------------------------------------------------------------\nCNBC.com                                Class A                  2.425%\n2200 Fletcher Avenue\nFort Lee, New Jersey  07024\nTelephone:  (201) 585-2622\nFax:  (201) 346-5834\n--------------------------------------------------------------------------------\nJeffrey D. Morgan                       Class B                  3%\n3 Searles Road\nDarien, CT 06820\nTelephone:  (203) 655-7003\n--------------------------------------------------------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615,8547],"corporate_contracts_industries":[9396,9452],"corporate_contracts_types":[9573,9576],"class_list":["post-41645","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-formation","corporate_contracts_types-formation__llc"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41645","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41645"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41645"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41645"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41645"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}