CERTIFICATE OF INCORPORATION
RENAISSANCE MEDIA CAPITAL CORPORATION
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FIRST: The name of the Corporation is Renaissance Media Capital
SECOND: The address of its registered office in the State of Delaware is
1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The
name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 3,000, consisting of 2,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"), and 1,000 shares of Preferred
Stock, par value $.01 per share (the "Preferred Stock").
The Board of Directors is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
Preferred Stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
restrictions thereof, if any, with respect to each such class or
series of Preferred Stock and the number of shares constituting each such class
or series, and to increase or decrease the number of shares of any such class or
series to the extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time.