SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
RENAISSANCE MEDIA LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
RENAISSANCE MEDIA LLC (this "Agreement"), is entered into as of April 30, 1999
by and between Renaissance Media (Louisiana) LLC, a Delaware limited liability
company ("Renaissance Louisiana") and Renaissance Media (Tennessee) LLC, a
Delaware limited liability company ("Renaissance Tennessee"), as the members
(the "Members") of Renaissance Media LLC, a Delaware limited liability company
(the "Company"), as a complete amendment and restatement of the Limited
Liability Agreement of the Company dated as of April 9, 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) The Company was formed upon the filing of the Company's Certificate
of Formation (the "Certificate") in the office of the Secretary of State of the
State of Delaware, on November 5, 1997 under the provisions of the
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 Company
(b) The name of the Company shall be "Renaissance Media 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.