AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
RENAISSANCE MEDIA (TENNESSEE) LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RENAISANCE MEDIA (TENNESSEE) LLC (this "Agreement"), is entered into as of April
29, 1999 by Renaissance Media Group LLC, a Delaware limited liability company
("Member") as the sole member of Renaissance Media (Tennessee) LLC, a Delaware
limited liability company (the "Company), as a complete amendment and
restatement of Limited Liability Agreement of the Company dated March 20, 1998.
In consideration of the terms and provisions set forth herein, the
benefits to be gained by the performance thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
SECTION 1. General.
(a) Effective as of the date and time of filing of the Certificate of
Formation (the "Certificate") in the office of the Secretary of State of the
State of Delaware, the parties hereby form a limited liability company under the
Delaware Limited Liability Company Act. Except as expressly provided herein, the
rights and obligations of the members
in connection with the regulation and
management of the Company shall be governed by the Delaware Limited Liability
Company Act (6 Del.C. Section 18-101, et. seq.) (the "Delaware Limited Liability
(b) The name of the Company shall be "Renaissance Media (Tennessee)
LLC". The business of the Company shall be conducted under such name or any
other name or names that the Manager shall determine from time to time.
(c) The address of the registered office of the Company in the State of
Delaware shall be c/o CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware
19901. The name and address of the registered agent for service of process on
the Company in the State of Delaware shall be CorpAmerica, Inc., 30 Old Rudnick
Lane, Dover, Delaware 19901. The registered office or registered agent of the
Company may be changed from time to time by the Manager.
(d) The principal place of business of the Company shall be at 12444
Powerscourt Drive, Suite 400, St. Louis, MO 63131. At any time, the Manager may
change the location of the Company's principal place of business.
(e) The term of the Company will commence on the date of the filing of
the Certificate in the office of the Secretary of State of the State of
Delaware, and will continue and have perpetual existence until dissolved and its
affairs wound up in accordance with the provisions of this Agreement.