EXHIBIT 3.6
LIMITED LIABILITY COMPANY AGREEMENT
OF
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
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"Act");
WHEREAS, the Initial Member wishes to withdraw from the Company on the date
hereof; and
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 necessary or
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, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
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
Corporation Service Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxxxx 00000.
5. Member. The name and the business, residence or mailing address of
the Member are as follows:
Name Address
Renaissance Media Group LLC Xxx Xxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
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. Renaissance Media Group 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
concurrently with the execution of this Agreement, the following amount in cash
to the Company:
2
Renaissance Media Group LLC $ 1,000
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Total: $ 1,000
8. Additional Contributions. The Member may, but is not required to,
make any additional capital contribution to the Company.
9. Renaissance Media Holdings LLC. Upon execution of this Agreement or a
counterpart of this Agreement, the Initial Member shall withdraw from the
Company. Upon such withdrawal, the Member of the Company is authorized to, and
shall continue, the business of the Company without dissolution. The parties
hereto acknowledge that the Initial Member's obligations will be fully
discharged upon its withdrawal from the Company.
10. Admission of Additional Members. One or more additional members of
the Company may be admitted to the Company with the consent of the Member.
11. 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
Act.
12. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 20th day of
March, 1998.
RENAISSANCE MEDIA GROUP LLC
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
ACKNOWLEDGMENT:
Effective upon the execution hereof by the party hereto, Renaissance Media
Holdings LLC hereby withdraws from the Company.
RENAISSANCE MEDIA HOLDINGS LLC
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
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EXHIBIT 3.5
CERTIFICATE OF FORMATION
OF
RENAISSANCE MEDIA (TENNESSEE) LLC
This Certificate of Formation of Renaissance Media (Tennessee) LLC (the
"Company"), dated January 6, 1998, is being duly executed and filed by
Renaissance Media Holdings LLC, as an authorized person, to form a limited
liability company under the Delaware Limited Liability Company Act (6 Del. C.
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(S)18-101, et seq.).
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FIRST. The name of the limited liability company formed hereby is
Renaissance Media (Tennessee) LLC.
SECOND. The address of the registered office of the Company in the State
of Delaware is c/o Corporation Service Company, 0000 Xxxxxx Xxxx, Xxxx xx
Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.
THIRD. The name and address of the registered agent for service of process
on the Company in the State of Delaware is Corporation Service Company, 0000
Xxxxxx Xxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
RENAISSANCE MEDIA HOLDINGS LLC
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
