LIMITED LIABILITY COMPANY AGREEMENT
RENAISSANCE MEDIA (TENNESSEE) LLC
This Limited Liability Company Agreement of Renaissance Media (Tennessee)
LLC, is entered into by Renaissance Media Group LLC ("Renaissance Media Group"),
as the sole member (the "Member").
WHEREAS, on January 7, 1998 Renaissance Media (Tennessee) LLC (the
"Company") was formed as a Delaware limited liability company by Renaissance
Media Holdings LLC (the "Initial Member"), pursuant to and in accordance with
the Delaware Limited Liability Company Act (6 Del.C. (S) 18-101, et seq.) (the
WHEREAS, the Initial Member wishes to withdraw from the Company on the date
WHEREAS, the Member wishes to continue the Company and to enter into a
Limited Liability Company Agreement with respect to the Company.
NOW, THEREFORE, the party hereto agrees as follows:
1. Name. The name of the limited liability company formed hereby is
"Renaissance Media (Tennessee) LLC" (the "Company").
2. Purpose. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities
incidental to the foregoing.
3. Registered Office. The address of the registered office of the
Company in the State of Delaware is c/o Corporation Service Company, 1013 Centre
Street, Wilmington, New Castle County, Delaware 19805.
4. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is