INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 OF FORM S-1 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
* To be filed by amendment.
ITEM 14 OF FORM S-1 AND ITEM 20 OF FORM S-4: INDEMNIFICATION OF DIRECTORS AND
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation (in its original certificate of
incorporation or amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise of perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
such provisions shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.
Renaissance Capital's Certificate of Incorporation limits the liability of
directors thereof to the extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, in general, a corporation may indemnify its
directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
Section 18-108 of the Delaware Limited Liability Company Act provides that a
limited liability company may indemnify and hold harmless any member or
manager or other person from and against any and all claims and demands,
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement.
ITEM 16 OF FORM S-1 AND ITEM 21 OF FORM S-4 EXHIBITS AND FINANCIAL DATA
3.1 Certificate of Incorporation of Renaissance Media Capital Corporation and
all amendments thereto.
3.2 By-laws of Renaissance Media Capital Corporation.
3.3 Certificate of Formation of Renaissance Media (Louisiana) LLC.
3.4 Limited Liability Company Agreement dated as of March 20, 1998 of
Renaissance Media (Louisiana) LLC.
3.5 Certificate of Formation of Renaissance Media (Tennessee) LLC.
3.6 Limited Liability Company Agreement dated as of March 20, 1998 of
Renaissance Media (Tennessee) LLC.
3.7 Certificate of Formation of Renaissance Media Group LLC.
3.8 Limited Liability Company Agreement dated as of March 20, 1998 of
Renaissance Media Group LLC.
4.1 Indenture dated as of April 9, 1998 by and among Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) LLC, Renaissance Media
Capital Corporation, Renaissance Media Group LLC and United States Trust
Company of New York, as Trustee.
4.2 Registration Rights agreement dated April 6, 1998 among Renaissance Media
Group LLC, Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC, Renaissance Media Capital Corporation and Morgan Stanley
& Co. Incorporated.
5.1 Opinion of Dow, Lohnes & Albertson, PLLC, regarding validity of the
8.1 Tax Opinion of Dow, Lohnes & Albertson, PLLC.*