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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     6.   Powers.  The business and affairs of the Company shall be managed by
or under the direction of the Member, acting through a board of representatives
(the "Board of Representatives"). The Board of Representatives shall consist of
at least one representative (each, a "Representative") appointed by the Member;
provided that each such Representative must also be an officer, director,
employee or partner of the Member or a parent entity (direct or indirect) of
such Member. On all matters submitted to the Board of Representatives, each
Representative shall be entitled to cast one vote. The Member may remove, with
or without cause, and replace any Representative. Each Representative shall act
for the Member, as directed by the Member, for purposes of casting the votes of
the Member, acting by consent, taking any other actions pursuant to this
Agreement and making any election or decision to be made by the Member pursuant
to this Agreement. The Member, by execution of this Agreement, agrees and
consents to the actions and decisions of each such Representative within the
scope of such Representative's authority as provided herein as if such actions
or decisions had been taken or made by the Member.

     The Member, acting through the Board of Representatives, shall have the
power to do any and all acts necessary, appropriate, proper, advisable,
incidental or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by members under
the laws of the State of Delaware. Holdings is hereby designated as an
authorized person, within the meaning of the Act, to execute, deliver and file
the certificate of formation of the Company (and any amendments and/or
restatements thereof) and any other certificates (and any amendments and/or
restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.

     7.   Capital Contribution.  The Member has contributed, or will contribute,
the following amount in cash to the Company:

     Renaissance Media Holdings LLC           $      1,000
                              Total:          $      1,000

     8.   Additional Contributions.  The Member may, but is not required to,
make any additional capital contribution to the Company.

     9.   Admission of Additional Members.  One or more additional members of
the Company may be admitted to the Company with the consent of the Member.

     10.  Liability of Member.  The Member shall not have any liability for the
obligations or liabilities of the Company except to the extent provided in the